|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
47-1053457
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Yes
x
|
No
o
|
Yes
o
|
No
x
|
Yes
x
|
No
o
|
Yes
x
|
No
o
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
|
Page
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|
PART I.
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Item 1.
|
Business
|
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Item 1A.
|
Risk Factors
|
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Item 1B.
|
Unresolved Staff Comments
|
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
|
Mine Safety Disclosures
|
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PART II.
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Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
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Item 6.
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Selected Financial Data
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Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
|
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Item 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
|
Other Information
|
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PART III.
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Item 10.
|
Directors, Executive Officers and Corporate Governance
|
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Item 11.
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Executive Compensation
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Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
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Item 14.
|
Principal Accounting Fees and Services
|
|
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|
PART IV.
|
|
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|
|
Item 15.
|
Exhibits and Financial Statement Schedules
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Item 16.
|
Form 10-K Summary
|
•
|
Websites, mobile applications and other products and services that provide online consumer health and wellness information, such as
www.webmd.com
, or information directed at healthcare professionals such as
www.medscape.com
(owned by WebMD);
|
•
|
General interest consumer websites or search engines that offer specialized health sub-channels or functions, such as
www.yahoo.com
and
www.google.com
, and other high-traffic websites that include both health-related and non-health-related content and services, including social media websites, such as
www.facebook.com
;
|
•
|
Non-profit and governmental websites that provide consumer health information, such as
www.fda.gov
,
www.cdc.gov
and
www.health.nih.gov;
|
•
|
Advertising agencies that market digital products and services directly to customers;
|
•
|
Software solutions for hospital systems to engage with consumers and/or healthcare professionals, such as Advisory Board Company and eVariant
;
and
|
•
|
Advertising technology companies that aggregate traffic from multiple online websites or directly target health-related consumers
.
|
•
|
Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets may have stronger market positions;
|
•
|
Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions; and
|
•
|
The potential loss of key employees, customers, distributors, vendors and other business partners of the businesses we acquire.
|
•
|
Use a substantial portion of our cash resources or incur debt;
|
•
|
Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;
|
•
|
Assume liabilities;
|
•
|
Issue common stock that would dilute our current stockholders’ percentage ownership;
|
•
|
Record goodwill and intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges;
|
•
|
Incur amortization expenses related to certain intangible assets; and
|
•
|
Become subject to intellectual property or other litigation.
|
•
|
make it more difficult for us to satisfy our obligations, including our current indebtedness and any other indebtedness we may incur in the future;
|
•
|
increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other elements of our business strategy and other general corporate purposes, including share repurchases and payment of dividends;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
require us to repatriate cash for debt service from our foreign subsidiaries resulting in tax costs or require us to adopt other disadvantageous tax structures to accommodate debt service payments;
|
•
|
restrict us from exploiting business opportunities;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
|
•
|
incur additional indebtedness;
|
•
|
create liens;
|
•
|
engage in sale-leaseback transactions;
|
•
|
pay dividends or make distributions in respect of capital stock;
|
•
|
purchase or redeem capital stock;
|
•
|
make investments or certain other restricted payments;
|
•
|
sell assets;
|
•
|
enter into transactions with affiliates; or
|
•
|
effect a consolidation or merger.
|
•
|
government regulation or private initiatives that affect the manner in which healthcare industry participants interact with consumers and the general public;
|
•
|
consolidation of healthcare industry participants;
|
•
|
reductions in governmental funding for healthcare; and
|
•
|
adverse changes in business or economic conditions affecting pharmaceutical companies or other healthcare industry participants.
|
•
|
changes in the design and provision of health insurance plans;
|
•
|
a decrease in the number of new drugs or pharmaceutical products coming to market; and
|
•
|
decreases in marketing expenditures by pharmaceutical companies as a result of governmental regulation or private initiatives that discourage or prohibit advertising or sponsorship activities by pharmaceutical companies.
|
•
|
Assessments of the size of our subscriber base and our average revenue per subscriber, and comparisons of our results in these and other areas versus prior performance and that of our competitors;
|
•
|
Variations between our actual results and investor expectations;
|
•
|
Regulatory or competitive developments affecting our markets;
|
•
|
Investor perceptions of us and comparable public companies;
|
•
|
Conditions and trends in the communications, messaging and Internet-related industries;
|
•
|
Announcements of technological innovations and acquisitions;
|
•
|
Introduction of new services by us or our competitors;
|
•
|
Developments with respect to intellectual property rights;
|
•
|
Conditions and trends in the Internet and other technology industries;
|
•
|
Rumors, gossip or speculation published on public chat or bulletin boards;
|
•
|
General market conditions; and
|
•
|
Geopolitical events such as war, threat of war or terrorist actions.
|
|
High
|
|
Low
|
Year ended December 31, 2016
|
|
|
|
First Quarter
|
80.51
|
|
56.90
|
Second Quarter
|
68.30
|
|
60.01
|
Third Quarter
|
69.99
|
|
61.89
|
Fourth Quarter
|
83.47
|
|
62.69
|
Year ended December 31, 2015
|
|
|
|
First Quarter
|
70.23
|
|
57.44
|
Second Quarter
|
71.10
|
|
66.03
|
Third Quarter
|
75.13
|
|
65.54
|
Fourth Quarter
|
83.67
|
|
69.67
|
Declaration Date
|
|
Dividend per Common Share
|
|
Record Date
|
|
Payment Date
|
||
February 10, 2015
|
|
$
|
0.2925
|
|
|
February 23, 2015
|
|
March 9, 2015
|
May 6, 2015
|
|
$
|
0.3000
|
|
|
May 19, 2015
|
|
June 3, 2015
|
August 3, 2015
|
|
$
|
0.3075
|
|
|
August 17, 2015
|
|
September 1, 2015
|
November 3, 2015
|
|
$
|
0.3150
|
|
|
November 17, 2015
|
|
December 3, 2015
|
February 10, 2016
|
|
$
|
0.3250
|
|
|
February 23, 2016
|
|
March 10, 2016
|
May 5, 2016
|
|
$
|
0.3350
|
|
|
May 18, 2016
|
|
June 2, 2016
|
August 2, 2016
|
|
$
|
0.3450
|
|
|
August 17, 2016
|
|
September 1, 2016
|
November 1, 2016
|
|
$
|
0.3550
|
|
|
November 18, 2016
|
|
December 5, 2016
|
Period
|
Total Number of
Shares
Purchased
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the Plans or Programs
|
|||||
October 1, 2016 - October 31, 2016
|
11,581
|
|
|
$
|
67.96
|
|
|
—
|
|
|
1,938,689
|
|
November 1, 2016 - November 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,938,689
|
|
December 1, 2016 - December 31, 2016
|
1,341
|
|
|
$
|
74.97
|
|
|
—
|
|
|
1,938,689
|
|
Total
|
12,922
|
|
|
|
|
|
—
|
|
|
1,938,689
|
|
(1)
|
Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.
|
Plan Category
|
Number of
Securities
to Be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and
Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants
and Rights
(b)
|
|
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
413,858
|
|
|
$
|
31.09
|
|
|
5,365,180
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
413,858
|
|
|
$
|
31.09
|
|
|
5,365,180
|
|
Measurement
|
|
NASDAQ
|
Peer
|
Date
|
j2 Global
|
Computer Index
|
Group Index
|
Dec-11
|
100.00
|
100.00
|
100.00
|
Mar-12
|
101.92
|
123.57
|
133.31
|
Jun-12
|
93.89
|
114.61
|
121.20
|
Sep-12
|
117.41
|
121.53
|
129.73
|
Dec-12
|
110.32
|
112.48
|
132.60
|
Mar-13
|
141.75
|
115.00
|
144.60
|
Jun-13
|
154.33
|
117.17
|
133.78
|
Sep-13
|
180.12
|
130.10
|
173.51
|
Dec-13
|
182.76
|
148.41
|
190.42
|
Mar-14
|
183.84
|
150.72
|
197.48
|
Jun-14
|
187.68
|
162.95
|
196.22
|
Sep-14
|
183.34
|
171.04
|
196.80
|
Dec-14
|
229.27
|
177.91
|
204.91
|
Mar-15
|
243.38
|
180.20
|
217.97
|
Jun-15
|
252.48
|
180.57
|
218.33
|
Sep-15
|
263.92
|
171.49
|
222.82
|
Dec-15
|
305.80
|
189.02
|
251.17
|
Mar-16
|
233.25
|
190.64
|
238.49
|
Jun-16
|
240.09
|
183.11
|
255.57
|
Sep-16
|
253.54
|
209.79
|
239.59
|
Dec-16
|
308.78
|
212.21
|
228.30
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except for share and per share amounts)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
874,255
|
|
|
$
|
720,815
|
|
|
$
|
599,030
|
|
|
$
|
520,801
|
|
|
$
|
371,396
|
|
Cost of revenues
|
147,100
|
|
|
122,958
|
|
|
105,989
|
|
|
86,893
|
|
|
67,013
|
|
|||||
Gross profit
|
727,155
|
|
|
597,857
|
|
|
493,041
|
|
|
433,908
|
|
|
304,383
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
206,871
|
|
|
159,009
|
|
|
141,967
|
|
|
131,317
|
|
|
62,825
|
|
|||||
Research, development and engineering
|
38,046
|
|
|
34,329
|
|
|
30,680
|
|
|
25,485
|
|
|
18,624
|
|
|||||
General and administrative
|
239,672
|
|
|
205,137
|
|
|
134,188
|
|
|
101,683
|
|
|
60,772
|
|
|||||
Total operating expenses
|
484,589
|
|
|
398,475
|
|
|
306,835
|
|
|
258,485
|
|
|
142,221
|
|
|||||
Income from operations
|
242,566
|
|
|
199,382
|
|
|
186,206
|
|
|
175,423
|
|
|
162,162
|
|
|||||
Interest expense, net
|
41,370
|
|
|
42,458
|
|
|
31,204
|
|
|
21,254
|
|
|
7,650
|
|
|||||
Other expense (income), net
|
(10,243
|
)
|
|
5
|
|
|
(165
|
)
|
|
11,472
|
|
|
(410
|
)
|
|||||
Income before income taxes
|
211,439
|
|
|
156,919
|
|
|
155,167
|
|
|
142,697
|
|
|
154,922
|
|
|||||
Income tax expense
|
59,000
|
|
|
23,283
|
|
|
29,840
|
|
|
35,175
|
|
|
33,259
|
|
|||||
Net income
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
125,327
|
|
|
$
|
107,522
|
|
|
$
|
121,663
|
|
Less net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Less extinguishment of Series A preferred stock
|
—
|
|
|
—
|
|
|
(991
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to j2 Global, Inc. common shareholders
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
124,336
|
|
|
$
|
107,522
|
|
|
$
|
121,580
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.15
|
|
|
$
|
2.76
|
|
|
$
|
2.60
|
|
|
$
|
2.31
|
|
|
$
|
2.63
|
|
Diluted
|
$
|
3.13
|
|
|
$
|
2.73
|
|
|
$
|
2.58
|
|
|
$
|
2.28
|
|
|
$
|
2.61
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
47,668,357
|
|
|
47,627,853
|
|
|
46,778,015
|
|
|
45,548,767
|
|
|
45,459,712
|
|
|||||
Diluted
|
47,963,226
|
|
|
48,087,760
|
|
|
47,106,538
|
|
|
46,140,019
|
|
|
45,781,658
|
|
|||||
Cash dividends declared per common share
|
$
|
1.36
|
|
|
$
|
1.22
|
|
|
$
|
1.10
|
|
|
$
|
0.98
|
|
|
$
|
0.87
|
|
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
123,950
|
|
|
$
|
255,530
|
|
|
$
|
433,663
|
|
|
$
|
207,801
|
|
|
$
|
218,680
|
|
Working capital
|
(106,090
|
)
|
|
286,151
|
|
|
486,816
|
|
|
274,133
|
|
|
298,572
|
|
|||||
Total assets
|
2,062,328
|
|
|
1,783,719
|
|
|
1,705,202
|
|
|
1,153,789
|
|
|
995,170
|
|
|||||
Other long-term liabilities
|
3,475
|
|
|
18,228
|
|
|
22,416
|
|
|
1,458
|
|
|
1,557
|
|
|||||
Total stockholders’ equity
|
$
|
914,536
|
|
|
$
|
890,208
|
|
|
$
|
820,235
|
|
|
$
|
706,418
|
|
|
$
|
594,595
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Subscriber revenues:
|
|
|
|
|
|
|
|
|
|||
Fixed
|
$
|
468,395
|
|
|
$
|
414,919
|
|
|
$
|
348,340
|
|
Variable
|
93,950
|
|
|
83,804
|
|
|
76,392
|
|
|||
Total subscriber revenues
|
562,345
|
|
|
498,723
|
|
|
424,732
|
|
|||
Other license revenues
|
4,593
|
|
|
5,915
|
|
|
6,743
|
|
|||
Total revenues
|
$
|
566,938
|
|
|
$
|
504,638
|
|
|
$
|
431,475
|
|
Percentage of total subscriber revenues:
|
|
|
|
|
|
|
|
|
|||
Fixed
|
83.3
|
%
|
|
83.2
|
%
|
|
82.0
|
%
|
|||
Variable
|
16.7
|
%
|
|
16.8
|
%
|
|
18.0
|
%
|
|||
Total revenues:
|
|
|
|
|
|
|
|
||||
Number-based
|
$
|
367,741
|
|
|
$
|
352,656
|
|
|
$
|
347,754
|
|
Non-number-based
|
199,197
|
|
|
151,982
|
|
|
83,721
|
|
|||
Total revenues
|
$
|
566,938
|
|
|
$
|
504,638
|
|
|
$
|
431,475
|
|
|
|
|
|
|
|
||||||
Average monthly revenue per Cloud Business Customer (ARPU)
(1)(2)
|
$
|
15.21
|
|
|
$
|
14.79
|
|
|
|
||
Cancel rate
(3)
|
2.1
|
%
|
|
2.1
|
%
|
|
|
(1)
|
Quarterly ARPU is calculated using our standard convention of applying the average of the quarter’s beginning and ending base to the total revenue for the quarter. We believe ARPU provides investors an understanding of the average monthly revenues we recognize associated with each Cloud Business Customer. As ARPU varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across our Cloud Business Customer base.
|
(2)
|
Cloud Business Customers are defined as paying direct inward dialing numbers for fax and voice services, and direct and resellers’ accounts for other services.
|
(3)
|
Cancel Rate is defined as cancels of small and medium businesses and individual Cloud Business Customers with greater than four months of continuous service (continuous service includes Cloud Business Customers administratively canceled and reactivated within the same calendar month), and enterprise Cloud Business Customers beginning with their first day of service. Calculated monthly and expressed as an average over the three months of the quarter.
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Visits
|
4,992
|
|
|
4,001
|
|
|
2,563
|
|
Page views
|
18,063
|
|
|
10,276
|
|
|
8,002
|
|
|
.
|
Significant underperformance relative to expected historical or projected future operating results;
|
|
.
|
Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
|
|
.
|
Significant negative industry or economic trends;
|
|
.
|
Significant decline in our stock price for a sustained period; and
|
|
.
|
Our market capitalization relative to net book value.
|
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Revenues
|
100%
|
|
100%
|
|
100%
|
Cost of revenues
|
17
|
|
17
|
|
18
|
Gross profit
|
83
|
|
83
|
|
82
|
Operating expenses:
|
|
|
|
|
|
Sales and marketing
|
24
|
|
22
|
|
24
|
Research, development and engineering
|
4
|
|
5
|
|
5
|
General and administrative
|
27
|
|
28
|
|
22
|
Total operating expenses
|
55
|
|
55
|
|
51
|
Income from operations
|
28
|
|
28
|
|
31
|
Interest expense, net
|
5
|
|
6
|
|
5
|
Other expense (income), net
|
(1)
|
|
—
|
|
—
|
Income before income taxes
|
24
|
|
22
|
|
26
|
Income tax expense
|
7
|
|
3
|
|
5
|
Net income
|
17%
|
|
19%
|
|
21%
|
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2014
|
|
Percentage Change 2016 versus 2015
|
|
Percentage Change 2015 versus 2014
|
||||||
Revenues
|
$
|
874,255
|
|
|
$
|
720,815
|
|
|
$
|
599,030
|
|
|
21%
|
|
20%
|
•
|
Acquisitions within our Digital Media properties, plus organic growth in that segment;
|
•
|
Acquisitions within our Business Cloud Services segment, plus organic growth in that segment.
|
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2014
|
|
Percentage Change 2016 versus 2015
|
|
Percentage Change 2015 versus 2014
|
||||||
Cost of revenue
|
$
|
147,100
|
|
|
$
|
122,958
|
|
|
$
|
105,989
|
|
|
20%
|
|
16%
|
As a percent of revenue
|
17%
|
|
17%
|
|
18%
|
|
|
|
|
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2014
|
|
Percentage Change 2016 versus 2015
|
|
Percentage Change 2015 versus 2014
|
||||||
Sales and Marketing
|
$
|
206,871
|
|
|
$
|
159,009
|
|
|
$
|
141,967
|
|
|
30%
|
|
12%
|
As a percent of revenue
|
24%
|
|
22%
|
|
24%
|
|
|
|
|
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2014
|
|
Percentage Change 2016 versus 2015
|
|
Percentage Change 2015 versus 2014
|
||||||
Research, Development and Engineering
|
$
|
38,046
|
|
|
$
|
34,329
|
|
|
$
|
30,680
|
|
|
11%
|
|
12%
|
As a percent of revenue
|
4%
|
|
5%
|
|
5%
|
|
|
|
|
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2014
|
|
Percentage Change 2016 versus 2015
|
|
Percentage Change 2015 versus 2014
|
||||||
General and Administrative
|
$
|
239,672
|
|
|
$
|
205,137
|
|
|
$
|
134,188
|
|
|
17%
|
|
53%
|
As a percent of revenue
|
27%
|
|
28%
|
|
22%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenues
|
$
|
436
|
|
|
$
|
373
|
|
|
$
|
345
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
1,782
|
|
|
2,435
|
|
|
1,944
|
|
|||
Research, development and engineering
|
904
|
|
|
863
|
|
|
721
|
|
|||
General and administrative
|
10,528
|
|
|
8,122
|
|
|
5,898
|
|
|||
Total
|
$
|
13,650
|
|
|
$
|
11,793
|
|
|
$
|
8,908
|
|
1.
|
the reversal of uncertain income tax positions during 2015;
|
2.
|
an increase during 2016 in the amount of deemed distribution income (Subpart F) from our foreign subsidiaries; partially offset by:
|
3.
|
a decrease during 2016 in the valuation allowance for foreign tax credit carryforwards.
|
1.
|
the reversal of uncertain income tax positions during 2015;
|
2.
|
an increase during 2015 in the portion of our income being taxed in foreign jurisdictions and subject to lower tax rates than in the U.S.; partially offset by:
|
3.
|
an increase during 2015 in the valuation allowance for foreign tax credit carryforwards.
|
|
|
Ireland
|
|
United Kingdom
|
|
Canada
|
Statutory tax rate
|
|
12.50%
|
|
20.00%
|
|
26.50%
|
Effective tax rate
(1)
|
|
13.95%
|
|
20.06%
|
|
26.54%
|
|
2016
|
|
2015
|
|
2014
|
|||
Business Cloud Services revenues:
|
|
|
|
|
|
|||
Fax and Voice
|
42.2
|
%
|
|
49.1
|
%
|
|
58.3
|
%
|
Other
|
22.6
|
%
|
|
20.9
|
%
|
|
13.7
|
%
|
Total Business Cloud Services revenues:
|
64.8
|
%
|
|
70.0
|
%
|
|
72.0
|
%
|
Digital Media revenues:
|
|
|
|
|
|
|||
Media
|
35.2
|
%
|
|
30.0
|
%
|
|
28.0
|
%
|
Total revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
External net sales
|
$
|
566,938
|
|
|
100.0
|
%
|
|
$
|
504,638
|
|
|
100.0
|
%
|
|
$
|
431,475
|
|
|
100.0
|
%
|
Inter-segment net sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Segment net sales
|
566,938
|
|
|
100.0
|
|
|
504,638
|
|
|
100.0
|
|
|
431,475
|
|
|
100.0
|
|
|||
Cost of revenues
|
120,562
|
|
|
21.3
|
|
|
101,209
|
|
|
20.1
|
|
|
86,962
|
|
|
20.2
|
|
|||
Gross profit
|
446,376
|
|
|
78.7
|
|
|
403,429
|
|
|
79.9
|
|
|
344,513
|
|
|
79.8
|
|
|||
Operating expenses
|
235,497
|
|
|
41.5
|
|
|
193,227
|
|
|
38.3
|
|
|
154,630
|
|
|
35.8
|
|
|||
Segment operating income
|
$
|
210,879
|
|
|
37.2
|
%
|
|
$
|
210,202
|
|
|
41.7
|
%
|
|
$
|
189,883
|
|
|
44.0
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
External net sales
|
$
|
307,317
|
|
|
100.0
|
%
|
|
$
|
216,177
|
|
|
99.9
|
%
|
|
$
|
167,555
|
|
|
99.8
|
%
|
Inter-segment net sales
|
146
|
|
|
—
|
|
|
197
|
|
|
0.1
|
|
|
259
|
|
|
0.2
|
|
|||
Segment net sales
|
307,463
|
|
|
100.0
|
|
|
216,374
|
|
|
100.0
|
|
|
167,814
|
|
|
100.0
|
|
|||
Cost of revenues
|
26,538
|
|
|
8.6
|
|
|
21,749
|
|
|
10.1
|
|
|
19,028
|
|
|
11.3
|
|
|||
Gross profit
|
280,925
|
|
|
91.4
|
|
|
194,625
|
|
|
89.9
|
|
|
148,786
|
|
|
88.7
|
|
|||
Operating expenses
|
230,225
|
|
|
74.9
|
|
|
164,188
|
|
|
75.9
|
|
|
118,293
|
|
|
70.5
|
|
|||
Segment operating income
|
$
|
50,700
|
|
|
16.5
|
%
|
|
$
|
30,437
|
|
|
14.1
|
%
|
|
$
|
30,493
|
|
|
18.2
|
%
|
|
|
Payment Due by Period (in thousands)
|
||||||||||||||||||
Contractual Obligations
|
|
1 Year
|
|
2-3 Years
|
|
4-5 Years
|
|
More than 5 Years
|
|
Total
|
||||||||||
Long-term debt - principal (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652,500
|
|
|
$
|
—
|
|
|
$
|
652,500
|
|
Long-term debt - interest (b)
|
|
33,081
|
|
|
66,163
|
|
|
39,344
|
|
|
—
|
|
|
138,588
|
|
|||||
Line of Credit - principal (c)
|
|
180,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,000
|
|
|||||
Operating leases (d)
|
|
14,799
|
|
|
25,848
|
|
|
16,728
|
|
|
16,845
|
|
|
74,220
|
|
|||||
Capital leases (e)
|
|
53
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Telecom services and co-location facilities (f)
|
|
5,182
|
|
|
2,813
|
|
|
43
|
|
|
—
|
|
|
8,038
|
|
|||||
Holdback payment (g)
|
|
15,540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,540
|
|
|||||
Contingent consideration (h)
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||||
Other (i)
|
|
718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
718
|
|
|||||
Total
|
|
$
|
269,373
|
|
|
$
|
94,835
|
|
|
$
|
708,615
|
|
|
$
|
16,845
|
|
|
$
|
1,089,668
|
|
(a)
|
These amounts represent principal on long-term debt.
|
(b)
|
These amounts represent interest on long-term debt.
|
(c)
|
These amounts represent principal on the line of credit (see Note 9 - Commitments and Contingencies). The associated interest is not included in the schedule above due its variable nature.
|
(d)
|
These amounts represent undiscounted future minimum rental commitments under noncancellable operating leases.
|
(e)
|
These amounts represent undiscounted future minimum rental commitments under noncancellable capital leases.
|
(f)
|
These amounts represent service commitments to various telecommunication providers.
|
(g)
|
These amounts represent the holdback amounts in connection with certain business acquisitions.
|
(h)
|
These amounts represent the contingent earn-out liabilities in connection with certain business acquisitions.
|
(i)
|
These amounts primarily represent certain consulting and Board of Director fee arrangements.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123,950
|
|
|
$
|
255,530
|
|
Short-term investments
|
60
|
|
|
79,655
|
|
||
Accounts receivable, net of allowances of $7,988 and $4,261, respectively
|
199,871
|
|
|
114,680
|
|
||
Prepaid expenses and other current assets
|
24,118
|
|
|
25,722
|
|
||
Deferred income taxes, current
|
—
|
|
|
7,218
|
|
||
Total current assets
|
347,999
|
|
|
482,805
|
|
||
Long-term investments
|
—
|
|
|
78,563
|
|
||
Property and equipment, net
|
68,094
|
|
|
57,442
|
|
||
Trade names, net
|
115,853
|
|
|
118,965
|
|
||
Patent and patent licenses, net
|
13,928
|
|
|
18,841
|
|
||
Customer relationships, net
|
208,155
|
|
|
197,319
|
|
||
Goodwill
|
1,122,810
|
|
|
807,661
|
|
||
Other purchased intangibles, net
|
173,755
|
|
|
17,516
|
|
||
Deferred income taxes, non-current
|
5,289
|
|
|
—
|
|
||
Other assets
|
6,445
|
|
|
4,607
|
|
||
Total assets
|
$
|
2,062,328
|
|
|
$
|
1,783,719
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Accounts payable and accrued expenses
|
$
|
178,071
|
|
|
$
|
114,384
|
|
Income taxes payable
|
16,753
|
|
|
5,589
|
|
||
Deferred revenue, current
|
80,384
|
|
|
76,104
|
|
||
Line of credit
|
178,817
|
|
|
—
|
|
||
Capital lease, current
|
64
|
|
|
214
|
|
||
Deferred income taxes, current
|
—
|
|
|
363
|
|
||
Total current liabilities
|
454,089
|
|
|
196,654
|
|
||
Long-term debt
|
601,746
|
|
|
592,037
|
|
||
Deferred revenue, non-current
|
1,588
|
|
|
6,538
|
|
||
Capital lease, non-current
|
—
|
|
|
148
|
|
||
Liability for uncertain tax positions
|
46,537
|
|
|
35,917
|
|
||
Deferred income taxes, non-current
|
40,357
|
|
|
43,989
|
|
||
Other long-term liabilities
|
3,475
|
|
|
18,228
|
|
||
Total liabilities
|
1,147,792
|
|
|
893,511
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Preferred stock - Series A, $0.01 par value. Authorized 6,000 at December 31, 2016 and 2015, respectively; total issued and outstanding is zero and zero at December 31, 2016 and 2015, respectively.
|
—
|
|
|
—
|
|
||
Preferred stock - Series B, $0.01 par value. Authorized 20,000 at December 31, 2016 and 2015, respectively; total issued and outstanding is zero and zero at December 31, 2016 and 2015, respectively.
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value. Authorized 95,000,000 at December 31, 2016 and 2015; total issued and outstanding 47,443,716 and 47,950,677 shares at December 31, 2016 and 2015, respectively.
|
474
|
|
|
479
|
|
||
Additional paid-in capital
|
308,329
|
|
|
292,064
|
|
||
Retained earnings
|
660,382
|
|
|
626,789
|
|
||
Accumulated other comprehensive loss
|
(54,649
|
)
|
|
(29,124
|
)
|
||
Total stockholders’ equity
|
914,536
|
|
|
890,208
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,062,328
|
|
|
$
|
1,783,719
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenues
|
$
|
874,255
|
|
|
$
|
720,815
|
|
|
$
|
599,030
|
|
|
|
|
|
|
|
||||||
Cost of revenues
(1)
|
147,100
|
|
|
122,958
|
|
|
105,989
|
|
|||
Gross profit
|
727,155
|
|
|
597,857
|
|
|
493,041
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
(1)
|
206,871
|
|
|
159,009
|
|
|
141,967
|
|
|||
Research, development and engineering
(1)
|
38,046
|
|
|
34,329
|
|
|
30,680
|
|
|||
General and administrative
(1)
|
239,672
|
|
|
205,137
|
|
|
134,188
|
|
|||
Total operating expenses
|
484,589
|
|
|
398,475
|
|
|
306,835
|
|
|||
Income from operations
|
242,566
|
|
|
199,382
|
|
|
186,206
|
|
|||
Interest expense, net
|
41,370
|
|
|
42,458
|
|
|
31,204
|
|
|||
Other expense (income), net
|
(10,243
|
)
|
|
5
|
|
|
(165
|
)
|
|||
Income before income taxes
|
211,439
|
|
|
156,919
|
|
|
155,167
|
|
|||
Income tax expense
|
59,000
|
|
|
23,283
|
|
|
29,840
|
|
|||
Net income
|
152,439
|
|
|
133,636
|
|
|
125,327
|
|
|||
Less extinguishment of Series A preferred stock
|
—
|
|
|
—
|
|
|
(991
|
)
|
|||
Net income attributable to j2 Global, Inc. common shareholders
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
124,336
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.15
|
|
|
$
|
2.76
|
|
|
$
|
2.60
|
|
Diluted
|
$
|
3.13
|
|
|
$
|
2.73
|
|
|
$
|
2.58
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
47,668,357
|
|
|
47,627,853
|
|
|
46,778,015
|
|
|||
Diluted
|
47,963,226
|
|
|
48,087,760
|
|
|
47,106,538
|
|
|||
Cash dividends paid per common share
|
$
|
1.36
|
|
|
$
|
1.22
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
(1)
Includes share-based compensation expense as follows:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
436
|
|
|
$
|
373
|
|
|
$
|
345
|
|
Sales and marketing
|
1,782
|
|
|
2,435
|
|
|
1,944
|
|
|||
Research, development and engineering
|
904
|
|
|
863
|
|
|
721
|
|
|||
General and administrative
|
10,528
|
|
|
8,122
|
|
|
5,898
|
|
|||
Total
|
$
|
13,650
|
|
|
$
|
11,793
|
|
|
$
|
8,908
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
125,327
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(23,076
|
)
|
|
(15,058
|
)
|
|
(14,694
|
)
|
|||
Change in fair value on available-for-sale investments, net of tax expense (benefit) of $1,495, ($4,556) and $2,757 for the year ended 2016, 2015 and 2014, respectively.
|
|
(2,449
|
)
|
|
(6,939
|
)
|
|
3,332
|
|
|||
Other comprehensive loss, net of tax
|
|
(25,525
|
)
|
|
(21,997
|
)
|
|
(11,362
|
)
|
|||
Comprehensive Income
|
|
$
|
126,914
|
|
|
$
|
111,639
|
|
|
$
|
113,965
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
125,327
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
122,091
|
|
|
93,213
|
|
|
62,953
|
|
|||
Accretion and amortization of discount and premium of investments
|
1,031
|
|
|
1,207
|
|
|
1,334
|
|
|||
Amortization of financing costs and discounts
|
9,818
|
|
|
9,105
|
|
|
5,045
|
|
|||
Share-based compensation
|
13,650
|
|
|
11,793
|
|
|
8,908
|
|
|||
Excess tax benefits from share-based compensation
|
(2,271
|
)
|
|
(4,486
|
)
|
|
(5,512
|
)
|
|||
Provision for doubtful accounts
|
13,169
|
|
|
6,872
|
|
|
4,702
|
|
|||
Deferred income taxes, net
|
(13,779
|
)
|
|
(17,083
|
)
|
|
(10,033
|
)
|
|||
Gain on available-for-sale investments
|
(7,716
|
)
|
|
(549
|
)
|
|
(90
|
)
|
|||
Changes in assets and liabilities, net of effects of business combinations:
|
|
|
|
|
|
||||||
Decrease (increase) in:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(30,687
|
)
|
|
(18,508
|
)
|
|
(11,078
|
)
|
|||
Prepaid expenses and other current assets
|
(957
|
)
|
|
1,461
|
|
|
(3,212
|
)
|
|||
Other assets
|
743
|
|
|
(602
|
)
|
|
(42
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
6,363
|
|
|
8,757
|
|
|
(5,447
|
)
|
|||
Income taxes payable
|
25,409
|
|
|
3,578
|
|
|
10,797
|
|
|||
Deferred revenue
|
(4,213
|
)
|
|
(3,480
|
)
|
|
(711
|
)
|
|||
Liability for uncertain tax positions
|
10,620
|
|
|
(5,718
|
)
|
|
(6,313
|
)
|
|||
Other long-term liabilities
|
(13,323
|
)
|
|
9,865
|
|
|
603
|
|
|||
Net cash provided by operating activities
|
282,387
|
|
|
229,061
|
|
|
177,231
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Maturity of certificates of deposit
|
—
|
|
|
65
|
|
|
14,520
|
|
|||
Purchase of certificates of deposit
|
—
|
|
|
(62
|
)
|
|
(65
|
)
|
|||
Maturity of available-for-sale investments
|
241,817
|
|
|
121,687
|
|
|
110,363
|
|
|||
Purchase of available-for-sale investments
|
(80,918
|
)
|
|
(135,832
|
)
|
|
(138,452
|
)
|
|||
Purchases of property and equipment
|
(24,746
|
)
|
|
(17,297
|
)
|
|
(11,829
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
608
|
|
|||
Acquisition of businesses, net of cash received
|
(580,691
|
)
|
|
(302,809
|
)
|
|
(245,278
|
)
|
|||
Purchases of intangible assets
|
(4,321
|
)
|
|
(1,455
|
)
|
|
(5,336
|
)
|
|||
Net cash used in investing activities
|
(448,859
|
)
|
|
(335,703
|
)
|
|
(275,469
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
402,500
|
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(11,991
|
)
|
|||
Proceeds from line of credit, net
|
178,710
|
|
|
—
|
|
|
—
|
|
|||
Repurchases of common and restricted stock
|
(56,496
|
)
|
|
(3,674
|
)
|
|
(5,663
|
)
|
|||
Issuance of common stock under employee stock purchase plan
|
254
|
|
|
260
|
|
|
265
|
|
|||
Exercise of stock options
|
3,570
|
|
|
4,958
|
|
|
6,621
|
|
|||
Dividends paid
|
(65,835
|
)
|
|
(58,826
|
)
|
|
(52,269
|
)
|
|||
Excess tax benefits from share-based compensation
|
2,271
|
|
|
4,486
|
|
|
5,512
|
|
|||
Deferred payments for acquisitions
|
(20,832
|
)
|
|
(14,271
|
)
|
|
(16,512
|
)
|
|||
Other
|
(492
|
)
|
|
(296
|
)
|
|
(933
|
)
|
|||
Net cash (used in) provided by financing activities
|
41,150
|
|
|
(67,363
|
)
|
|
327,530
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(6,258
|
)
|
|
(4,128
|
)
|
|
(3,430
|
)
|
|||
Net change in cash and cash equivalents
|
(131,580
|
)
|
|
(178,133
|
)
|
|
225,862
|
|
|||
Cash and cash equivalents at beginning of period
|
255,530
|
|
|
433,663
|
|
|
207,801
|
|
|||
Cash and cash equivalents at end of period
|
$
|
123,950
|
|
|
$
|
255,530
|
|
|
$
|
433,663
|
|
|
|
|
|
|
Preferred A
|
|
|
Preferred B
|
Additional
|
|
Accumulated
|
Total
|
|||||||||||||||||||||
|
Common stock
|
Preferred Series A
|
Additional
paid-
|
Preferred Series B
|
Additional
paid-
|
paid-in
|
Retained
|
other comprehensive
|
Stockholders’
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
in capital
|
Shares
|
Amount
|
in capital
|
capital
|
earnings
|
income/(loss)
|
equity
|
|||||||||||||||||||||
Balance, January 1, 2014
|
46,105,076
|
|
$
|
461
|
|
5,064
|
|
$
|
—
|
|
$
|
4,774
|
|
4,155
|
|
$
|
—
|
|
$
|
6,575
|
|
$
|
216,872
|
|
$
|
484,850
|
|
$
|
4,235
|
|
$
|
706,418
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
125,327
|
|
—
|
|
125,327
|
|
|||||||||
Other comprehensive income, net of tax benefit $2,757
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,362
|
)
|
(11,362
|
)
|
|||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(52,269
|
)
|
—
|
|
(52,269
|
)
|
|||||||||
Exercise of stock options
|
433,008
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,617
|
|
—
|
|
—
|
|
6,621
|
|
|||||||||
Issuance of shares under Employee Stock Purchase Plan
|
5,735
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
265
|
|
—
|
|
—
|
|
265
|
|
|||||||||
Equity portion of convertible debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,478
|
|
—
|
|
—
|
|
36,478
|
|
|||||||||
Vested restricted stock
|
565,713
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Repurchase and retirement of common stock
|
(113,256
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,245
|
)
|
(3,417
|
)
|
—
|
|
(5,663
|
)
|
|||||||||
Extinguishment of Series A preferred stock
|
235,665
|
|
2
|
|
(5,064
|
)
|
—
|
|
(4,774
|
)
|
—
|
|
—
|
|
—
|
|
989
|
|
(991
|
)
|
—
|
|
—
|
|
|||||||||
Exchange of Series B preferred stock
|
177,573
|
|
2
|
|
—
|
|
—
|
|
—
|
|
(4,155
|
)
|
—
|
|
(6,575
|
)
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,824
|
|
84
|
|
—
|
|
8,908
|
|
|||||||||
Excess tax benefit on share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,512
|
|
—
|
|
—
|
|
5,512
|
|
|||||||||
Balance, December 31, 2014
|
47,409,514
|
|
$
|
474
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
273,304
|
|
$
|
553,584
|
|
$
|
(7,127
|
)
|
$
|
820,235
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
133,636
|
|
—
|
|
133,636
|
|
|||||||||
Other comprehensive income, net of tax benefit ($4,556)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,997
|
)
|
(21,997
|
)
|
|||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(58,826
|
)
|
—
|
|
(58,826
|
)
|
|||||||||
Exercise of stock options
|
221,221
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,956
|
|
—
|
|
—
|
|
4,958
|
|
|||||||||
Issuance of shares under Employee Stock Purchase Plan
|
4,020
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
260
|
|
—
|
|
—
|
|
260
|
|
|||||||||
Vested restricted stock
|
278,092
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Repurchase and retirement of common stock
|
(53,904
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,955
|
)
|
(1,718
|
)
|
—
|
|
(3,674
|
)
|
|||||||||
Exchange of Series B preferred stock
|
91,734
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,017
|
|
113
|
|
—
|
|
11,130
|
|
|||||||||
Excess tax benefit on share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,486
|
|
—
|
|
—
|
|
4,486
|
|
|||||||||
Balance, December 31, 2015
|
47,950,677
|
|
$
|
479
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
292,064
|
|
$
|
626,789
|
|
$
|
(29,124
|
)
|
$
|
890,208
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
152,439
|
|
—
|
|
152,439
|
|
|||||||||
Other comprehensive income, net of tax expense $1,495
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25,525
|
)
|
(25,525
|
)
|
|||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(65,835
|
)
|
—
|
|
(65,835
|
)
|
|||||||||
Exercise of stock options
|
142,870
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,569
|
|
—
|
|
—
|
|
3,570
|
|
|||||||||
Issuance of shares under Employee Stock Purchase Plan
|
3,918
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
254
|
|
—
|
|
—
|
|
254
|
|
|||||||||
Vested restricted stock
|
270,098
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Repurchase and retirement of common stock
|
(1,015,584
|
)
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,344
|
)
|
(53,142
|
)
|
—
|
|
(56,496
|
)
|
|||||||||
Exchange of Series B preferred stock
|
91,737
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
Share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,519
|
|
131
|
|
—
|
|
13,650
|
|
|||||||||
Excess tax benefit on share based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,271
|
|
—
|
|
—
|
|
2,271
|
|
|||||||||
Balance, December 31, 2016
|
47,443,716
|
|
$
|
474
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
308,329
|
|
$
|
660,382
|
|
$
|
(54,649
|
)
|
$
|
914,536
|
|
(a)
|
Principles of Consolidation
|
(b)
|
Use of Estimates
|
(c)
|
Allowances for Doubtful Accounts
|
(d)
|
Revenue Recognition
|
(e)
|
Fair Value Measurements
|
(f)
|
Cash and Cash Equivalents
|
(g)
|
Investments
|
(h)
|
Debt Issuance Costs and Debt Discount
|
(i)
|
Derivative Instruments
|
(j)
|
Concentration of Credit Risk
|
(k)
|
Foreign Currency
|
(l)
|
Property and Equipment
|
(m)
|
Long-Lived Assets
|
(n)
|
Goodwill and Intangible Assets
|
(o)
|
Contingent Consideration
|
(p)
|
Income Taxes
|
(q)
|
Share-Based Compensation
|
(r)
|
Earnings Per Common Share
|
(s)
|
Research, Development and Engineering
|
(t)
|
Segment Reporting
|
(u)
|
Advertising Costs
|
(v)
|
Sales Taxes
|
(w)
|
Recent Accounting Pronouncements
|
3.
|
Business Acquisitions
|
Assets and Liabilities
(1)
|
Valuation
|
||
|
|
||
Accounts receivable
|
$
|
70,922
|
|
Other assets
|
|
11,730
|
|
Property and equipment
|
|
11,109
|
|
Trade names
|
|
5,866
|
|
Trademarks
|
|
70,300
|
|
Customer relationships
|
|
85,482
|
|
Other intangibles
|
|
91,264
|
|
Goodwill
|
|
333,190
|
|
Accounts payables and accrued expenses
|
|
(62,188
|
)
|
Deferred revenue
|
|
(6,904
|
)
|
Deferred tax liability
|
|
(14,503
|
)
|
Capital lease
|
|
(194
|
)
|
Total
|
$
|
596,074
|
|
Assets and Liabilities
|
Valuation
|
||
|
|
||
Cash
|
$
|
15,918
|
|
Accounts receivable
|
|
67,968
|
|
Other assets
|
|
11,168
|
|
Property and equipment
|
|
6,494
|
|
Trademarks
|
|
70,300
|
|
Customer relationships
|
|
45,500
|
|
Other intangibles
|
|
88,267
|
|
Goodwill
|
|
263,988
|
|
Accounts payables and accrued expenses
|
|
(59,091
|
)
|
Deferred revenue
|
|
(5,297
|
)
|
Deferred tax liability
|
|
(11,500
|
)
|
Total
|
$
|
493,715
|
|
|
Year ended
|
||||||
|
December 31,
2016
|
|
December 31,
2015
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
1,082,813
|
|
|
$
|
952,806
|
|
Net income
|
$
|
103,541
|
|
|
$
|
115,059
|
|
EPS - Basic
|
$
|
2.14
|
|
|
$
|
2.38
|
|
EPS - Diluted
|
$
|
2.13
|
|
|
$
|
2.35
|
|
|
Year ended
|
||||||
|
December 31,
2016
|
|
December 31,
2015
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
1,102,510
|
|
|
$
|
1,009,169
|
|
Net income
|
$
|
108,822
|
|
|
$
|
11,817
|
|
EPS - Basic
|
$
|
2.25
|
|
|
$
|
2.31
|
|
EPS - Diluted
|
$
|
2.24
|
|
|
$
|
2.29
|
|
Assets and Liabilities
|
Valuation
|
||
|
|
||
Accounts receivable
|
$
|
14,935
|
|
Other assets
|
|
1,415
|
|
Property and equipment
|
|
5,769
|
|
Software
|
|
18,764
|
|
Trade names
|
|
22,602
|
|
Customer relationships
|
|
98,027
|
|
Other intangibles
|
|
1,873
|
|
Goodwill
|
|
172,593
|
|
Accounts payables and accrued expenses
|
|
(9,684
|
)
|
Deferred revenue
|
|
(10,764
|
)
|
Deferred tax liability
|
|
(1,316
|
)
|
Capital lease
|
|
(195
|
)
|
Total
|
$
|
314,019
|
|
|
Year ended
|
||||||
|
December 31,
2015
|
|
December 31,
2014
|
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
823,904
|
|
|
$
|
744,388
|
|
Net income
|
$
|
159,408
|
|
|
$
|
126,196
|
|
EPS - Basic
|
$
|
3.29
|
|
|
$
|
2.64
|
|
EPS - Diluted
|
$
|
3.26
|
|
|
$
|
2.62
|
|
Assets and Liabilities
|
Valuation
|
||
|
|
||
Accounts receivable
|
$
|
18,024
|
|
Other assets
|
|
5,500
|
|
Property and equipment
|
|
10,022
|
|
Deferred tax asset
|
|
419
|
|
Software
|
|
9,836
|
|
Trade names
|
|
28,192
|
|
Customer relationships
|
|
98,498
|
|
Other intangibles
|
|
2,121
|
|
Goodwill
|
|
184,837
|
|
Accounts payables and accrued expenses
|
|
(14,338
|
)
|
Deferred revenue
|
|
(29,182
|
)
|
Deferred tax liability
|
|
(12,328
|
)
|
Capital lease
|
|
(1,361
|
)
|
Total
|
$
|
300,240
|
|
|
Year ended
|
||||||
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(unaudited)
|
|
(unaudited)
|
||||
Revenues
|
$
|
672,701
|
|
|
$
|
626,906
|
|
Net income
|
$
|
119,773
|
|
|
$
|
132,480
|
|
EPS - Basic
|
$
|
2.51
|
|
|
$
|
2.85
|
|
EPS - Diluted
|
$
|
2.49
|
|
|
$
|
2.81
|
|
4.
|
Investments
|
|
December 31,
2016 |
|
December 31, 2015
|
||||
Due within 1 year
|
$
|
—
|
|
|
$
|
56,940
|
|
Due within more than 1 year but less than 5 years
|
—
|
|
|
78,248
|
|
||
Due within more than 5 years but less than 10 years
|
—
|
|
|
—
|
|
||
Due 10 years or after
|
—
|
|
|
315
|
|
||
Total
|
$
|
—
|
|
|
$
|
135,503
|
|
|
December 31,
2016 |
|
December 31, 2015
|
||||
Available-for-sale
|
$
|
—
|
|
|
$
|
158,158
|
|
Certificates of deposit
|
60
|
|
|
60
|
|
||
Total
|
$
|
60
|
|
|
$
|
158,218
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt securities issued by states of the United States and political subdivisions of the states
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
88,852
|
|
|
$
|
110
|
|
|
$
|
(213
|
)
|
|
$
|
88,749
|
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
40,715
|
|
|
—
|
|
|
(63
|
)
|
|
40,652
|
|
||||
Debt securities issued by states of the United States and political subdivisions of the states
|
6,111
|
|
|
2
|
|
|
(10
|
)
|
|
6,103
|
|
||||
Equity securities
|
18,536
|
|
|
4,118
|
|
|
—
|
|
|
22,654
|
|
||||
Total
|
$
|
154,214
|
|
|
$
|
4,230
|
|
|
$
|
(286
|
)
|
|
$
|
158,158
|
|
•
|
the length of time and the extent to which fair value has been below cost;
|
•
|
the severity of the impairment;
|
•
|
the cause of the impairment and the financial condition and near-term prospects of the issuer;
|
•
|
activity in the market of the issuer which may indicate adverse credit conditions; and
|
•
|
the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.
|
•
|
identification and evaluation of investments that have indications of possible impairment;
|
•
|
analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;
|
•
|
discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having an other-than-temporary impairment and those that would not support an other-than-temporary impairment;
|
•
|
documentation of the results of these analyses, as required under business policies; and
|
•
|
information provided by third-party valuation experts.
|
|
As of December 31, 2016
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt securities issued by states of the United States and political subdivisions of the states
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
As of December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Corporate debt securities
|
$
|
74,807
|
|
|
$
|
(212
|
)
|
|
$
|
1,000
|
|
|
$
|
(1
|
)
|
|
$
|
75,807
|
|
|
$
|
(213
|
)
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
38,004
|
|
|
(62
|
)
|
|
649
|
|
|
(1
|
)
|
|
38,653
|
|
|
(63
|
)
|
||||||
Debt securities issued by states of the United States and political subdivisions of the states
|
4,189
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
4,189
|
|
|
(10
|
)
|
||||||
Total
|
$
|
117,000
|
|
|
$
|
(284
|
)
|
|
$
|
1,649
|
|
|
$
|
(2
|
)
|
|
$
|
118,649
|
|
|
$
|
(286
|
)
|
5.
|
Fair Value Measurements
|
|
§
|
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
§
|
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
§
|
Level 3 – Unobservable inputs which are supported by little or no market activity.
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market and other funds
|
$
|
7,737
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,737
|
|
Time deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Certificates of Deposit
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt securities issued by states of the United States and political subdivisions of the states
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt securities issued by foreign governments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
7,737
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
7,797
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,450
|
|
|
$
|
17,450
|
|
Contingent interest derivative
|
—
|
|
|
958
|
|
|
—
|
|
|
958
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
17,450
|
|
|
$
|
18,408
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market and other funds
|
$
|
46,867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,867
|
|
Time deposits
|
—
|
|
|
3,004
|
|
|
—
|
|
|
3,004
|
|
||||
Certificates of Deposit
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Equity securities
|
22,654
|
|
|
—
|
|
|
—
|
|
|
22,654
|
|
||||
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
—
|
|
|
40,652
|
|
|
—
|
|
|
40,652
|
|
||||
Debt securities issued by states of the United States and political subdivisions of the states
|
—
|
|
|
6,103
|
|
|
—
|
|
|
6,103
|
|
||||
Corporate debt securities
|
—
|
|
|
88,749
|
|
|
—
|
|
|
88,749
|
|
||||
Total assets measured at fair value
|
$
|
69,521
|
|
|
$
|
138,568
|
|
|
$
|
—
|
|
|
$
|
208,089
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,600
|
|
|
$
|
30,600
|
|
Contingent interest derivative
|
—
|
|
|
1,450
|
|
|
—
|
|
|
1,450
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
1,450
|
|
|
$
|
30,600
|
|
|
$
|
32,050
|
|
|
Level 3
|
|
Affected line item in the Statement of Income
|
||
Balance as of January 1, 2015
|
$
|
15,000
|
|
|
|
Contingent consideration
|
(600
|
)
|
|
Not Applicable
|
|
Total fair value adjustments reported in earnings
|
16,200
|
|
|
|
|
Balance as of December 31, 2015
|
$
|
30,600
|
|
|
|
Contingent consideration
|
$
|
—
|
|
|
|
Total fair value adjustments reported in earnings
|
4,850
|
|
|
General and administrative
|
|
Contingent consideration payments
|
(18,000
|
)
|
|
Not Applicable
|
|
Balance as of December 31, 2016
|
$
|
17,450
|
|
|
|
|
Amount
|
|
Affected line item in the Statement of Income
|
||
Derivative Liabilities:
|
|
|
|
||
Level 2:
|
|
|
|
||
Balance as of January 1, 2015
|
$
|
742
|
|
|
|
Total fair value adjustments reported in earnings
|
708
|
|
|
Interest expense, net
|
|
Balance as of December 31, 2015
|
$
|
1,450
|
|
|
|
Total fair value adjustments reported in earnings
|
(492
|
)
|
|
Interest expense, net
|
|
Balance as of December 31, 2016
|
$
|
958
|
|
|
|
6.
|
Property and Equipment
|
|
2016
|
|
2015
|
||||
Computers and related equipment
|
$
|
173,103
|
|
|
$
|
135,360
|
|
Furniture and equipment
|
1,928
|
|
|
1,710
|
|
||
Leasehold improvements
|
12,929
|
|
|
10,603
|
|
||
|
187,960
|
|
|
147,673
|
|
||
Less: Accumulated depreciation and amortization
|
(119,866
|
)
|
|
(90,231
|
)
|
||
Total property and equipment, net
|
$
|
68,094
|
|
|
$
|
57,442
|
|
7.
|
Goodwill and Intangible Assets
|
|
Business Cloud Services
|
|
Digital Media
|
|
Consolidated
|
||||||
Balance as of January 1, 2015
|
$
|
390,063
|
|
|
$
|
245,612
|
|
|
$
|
635,675
|
|
Goodwill acquired
|
108,913
|
|
|
63,680
|
|
|
172,593
|
|
|||
Purchase Accounting Adjustments
|
10,900
|
|
|
(4,289
|
)
|
|
6,611
|
|
|||
Foreign exchange translation
|
(7,158
|
)
|
|
(60
|
)
|
|
(7,218
|
)
|
|||
Balance as of December 31, 2015
|
$
|
502,718
|
|
|
$
|
304,943
|
|
|
$
|
807,661
|
|
Goodwill acquired
|
69,202
|
|
|
263,988
|
|
|
333,190
|
|
|||
Purchase accounting adjustments
|
816
|
|
|
(4,957
|
)
|
|
(4,141
|
)
|
|||
Foreign exchange translation
|
(13,584
|
)
|
|
(316
|
)
|
|
(13,900
|
)
|
|||
Balance as of December 31, 2016
|
$
|
559,152
|
|
|
$
|
563,658
|
|
|
$
|
1,122,810
|
|
|
2016
|
|
2015
|
||||
Trade names
|
$
|
27,379
|
|
|
$
|
27,379
|
|
Other
|
5,432
|
|
|
5,432
|
|
||
Total
|
$
|
32,811
|
|
|
$
|
32,811
|
|
|
Weighted-Average
Amortization
Period
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Trade names
|
11.5 years
|
|
$
|
127,342
|
|
|
$
|
38,868
|
|
|
$
|
88,474
|
|
Patent and patent licenses
|
6.6 years
|
|
65,605
|
|
|
51,677
|
|
|
13,928
|
|
|||
Customer relationships
(1)
|
9.6 years
|
|
390,930
|
|
|
182,775
|
|
|
208,155
|
|
|||
Other purchased intangibles
|
6.0 years
|
|
195,913
|
|
|
27,590
|
|
|
168,323
|
|
|||
Total
|
|
|
$
|
779,790
|
|
|
$
|
300,910
|
|
|
$
|
478,880
|
|
|
December 31, 2016
|
||||
|
Weighted-Average
Amortization
Period
|
|
Fair Value
|
||
Trademarks
|
5.2 years
|
|
70,300
|
|
|
Customer relationships
|
10.1 years
|
|
45,500
|
|
|
Other purchased intangibles
|
1.7 years
|
|
88,267
|
|
|
Total
|
|
|
$
|
204,067
|
|
|
December 31, 2016
|
||||
|
Weighted-Average
Amortization
Period
|
|
Fair Value
|
||
Trade names
|
6.3 years
|
|
$
|
5,866
|
|
Customer relationships
|
7.5 years
|
|
39,982
|
|
|
Other purchased intangibles
|
3.3 years
|
|
2,997
|
|
|
Total
|
|
|
$
|
48,845
|
|
|
December 31, 2015
|
||||
|
Weighted-Average
Amortization
Period
|
|
Fair Value
|
||
Trade names
|
4.6 years
|
|
$
|
22,602
|
|
Customer relationships
|
7.4 years
|
|
98,027
|
|
|
Other purchased intangibles
|
3.7 years
|
|
1,873
|
|
|
Total
|
|
|
$
|
122,502
|
|
|
Weighted-Average
Amortization
Period
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Trade names
|
12.0 years
|
|
$
|
117,753
|
|
|
$
|
26,167
|
|
|
$
|
91,586
|
|
Patent and patent licenses
|
8.3 years
|
|
64,258
|
|
|
45,417
|
|
|
18,841
|
|
|||
Customer relationships
(1)
|
9.4 years
|
|
313,909
|
|
|
116,590
|
|
|
197,319
|
|
|||
Other purchased intangibles
|
4.2 years
|
|
33,088
|
|
|
21,004
|
|
|
12,084
|
|
|||
Total
|
|
|
$
|
529,008
|
|
|
$
|
209,178
|
|
|
$
|
319,830
|
|
Fiscal Year:
|
|
||
2017
|
$
|
117,544
|
|
2018
|
96,423
|
|
|
2019
|
75,542
|
|
|
2020
|
34,991
|
|
|
2121
|
28,082
|
|
|
Thereafter
|
126,298
|
|
|
Total expected amortization expense
|
$
|
478,880
|
|
8.
|
Long-Term Debt
|
|
2016
|
|
2015
|
||||
Additional paid-in capital
|
$
|
37,700
|
|
|
$
|
37,700
|
|
Principal amount of Convertible Notes
|
$
|
402,500
|
|
|
$
|
402,500
|
|
Unamortized discount of the liability component
|
40,356
|
|
|
48,064
|
|
||
Carrying amount of debt issuance costs
|
7,002
|
|
|
8,219
|
|
||
Net carrying amount of Convertible Notes
|
$
|
355,142
|
|
|
$
|
346,217
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash interest expense (coupon interest expense)
|
$
|
13,081
|
|
|
$
|
13,081
|
|
|
$
|
6,980
|
|
Non-cash amortization of discount on Convertible Notes
|
7,707
|
|
|
7,274
|
|
|
3,712
|
|
|||
Amortization of debt issuance costs
|
1,217
|
|
|
1,109
|
|
|
551
|
|
|||
Total interest expense related to Convertible Notes
|
$
|
22,005
|
|
|
$
|
21,464
|
|
|
$
|
11,243
|
|
|
2016
|
|
2015
|
||||
Senior Notes
|
$
|
247,359
|
|
|
$
|
246,750
|
|
Convertible Notes
|
362,144
|
|
|
354,436
|
|
||
Less: Deferred issuance costs
(1)
|
(7,757
|
)
|
|
(9,149
|
)
|
||
Total long-term debt
|
$
|
601,746
|
|
|
$
|
592,037
|
|
Less: Current portion
|
—
|
|
|
—
|
|
||
Total long-term debt, less current portion
|
$
|
601,746
|
|
|
$
|
592,037
|
|
9.
|
Commitments and Contingencies
|
|
Lease Payments
|
||
Fiscal Year:
|
|
||
2017
|
$
|
14,799
|
|
2018
|
13,823
|
|
|
2019
|
12,025
|
|
|
2020
|
8,799
|
|
|
2021
|
7,929
|
|
|
Thereafter
|
16,845
|
|
|
Total minimum lease payments
|
$
|
74,220
|
|
|
2016
|
|
2015
|
||||
Capital leases
|
$
|
1,967
|
|
|
$
|
870
|
|
Less: Accumulated depreciation
|
(1,915
|
)
|
|
(617
|
)
|
||
Total capital leases, net
|
$
|
52
|
|
|
$
|
253
|
|
|
Future Payments
|
||
Fiscal Year:
|
|
||
2017
|
$
|
53
|
|
2018
|
11
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
$
|
64
|
|
10.
|
Income Taxes
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
46,293
|
|
|
$
|
21,745
|
|
|
$
|
22,074
|
|
State
|
3,874
|
|
|
1,805
|
|
|
3,822
|
|
|||
Foreign
|
22,612
|
|
|
16,816
|
|
|
13,977
|
|
|||
Total current
|
72,779
|
|
|
40,366
|
|
|
39,873
|
|
|||
|
|
||||||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(6,822
|
)
|
|
(8,581
|
)
|
|
(958
|
)
|
|||
State
|
(330
|
)
|
|
(3,462
|
)
|
|
(5,019
|
)
|
|||
Foreign
|
(6,627
|
)
|
|
(5,040
|
)
|
|
(4,056
|
)
|
|||
Total deferred
|
(13,779
|
)
|
|
(17,083
|
)
|
|
(10,033
|
)
|
|||
Total provision
|
$
|
59,000
|
|
|
$
|
23,283
|
|
|
$
|
29,840
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State income taxes, net
|
1.1
|
|
|
0.3
|
|
|
0.6
|
|
Foreign rate differential
|
(14.6
|
)
|
|
(15.8
|
)
|
|
(13.8
|
)
|
Foreign income inclusion
|
9.4
|
|
|
5.4
|
|
|
5.8
|
|
Foreign tax credit
|
(5.5
|
)
|
|
(6.1
|
)
|
|
(6.4
|
)
|
Reserve for uncertain tax positions
|
4.7
|
|
|
(3.3
|
)
|
|
(2.2
|
)
|
Valuation allowance
|
(1.0
|
)
|
|
1.8
|
|
|
2.6
|
|
IRC Section 199 deductions
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(0.5
|
)
|
Other
|
(0.1
|
)
|
|
(1.3
|
)
|
|
(1.9
|
)
|
Effective tax rates
|
27.9
|
%
|
|
14.8
|
%
|
|
19.2
|
%
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
59,806
|
|
|
$
|
11,559
|
|
Tax credit carryforwards
|
16,281
|
|
|
18,341
|
|
||
Accrued expenses
|
14,759
|
|
|
12,156
|
|
||
Allowance for bad debt
|
2,624
|
|
|
1,169
|
|
||
Share-based compensation expense
|
5,631
|
|
|
4,308
|
|
||
Basis difference in fixed assets
|
2,195
|
|
|
—
|
|
||
Impairment of investments
|
74
|
|
|
74
|
|
||
Deferred revenue
|
2,361
|
|
|
3,232
|
|
||
State taxes
|
1,758
|
|
|
522
|
|
||
Other
|
9,227
|
|
|
7,458
|
|
||
|
114,716
|
|
|
58,819
|
|
||
Less: valuation allowance
|
(12,028
|
)
|
|
(14,242
|
)
|
||
Total deferred tax assets
|
$
|
102,688
|
|
|
$
|
44,577
|
|
|
|
|
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|||
Basis difference in fixed assets
|
$
|
—
|
|
|
$
|
(5,457
|
)
|
Basis difference in intangible assets
|
(98,830
|
)
|
|
(41,351
|
)
|
||
Prepaid insurance
|
(246
|
)
|
|
(482
|
)
|
||
Convertible debt
|
(36,592
|
)
|
|
(31,091
|
)
|
||
Other
|
(2,088
|
)
|
|
(3,330
|
)
|
||
Total deferred tax liabilities
|
(137,756
|
)
|
|
(81,711
|
)
|
||
Net deferred tax liabilities
|
$
|
(35,068
|
)
|
|
$
|
(37,134
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
32,536
|
|
|
$
|
34,635
|
|
|
$
|
40,888
|
|
Increases related to tax positions during a prior year
|
2,082
|
|
|
10,361
|
|
|
919
|
|
|||
Decreases related to tax positions taken during a prior year
|
—
|
|
|
(17,107
|
)
|
|
(8,284
|
)
|
|||
Increases related to tax positions taken in the current year
|
6,703
|
|
|
8,841
|
|
|
3,765
|
|
|||
Settlements
|
—
|
|
|
(4,194
|
)
|
|
(1,524
|
)
|
|||
Decreases related to expiration of statute of limitations
|
(103
|
)
|
|
—
|
|
|
(1,129
|
)
|
|||
Ending balance
|
$
|
41,218
|
|
|
$
|
32,536
|
|
|
$
|
34,635
|
|
11.
|
Stockholders’ Equity
|
Declaration Date
|
|
Dividend per Common Share
|
|
Record Date
|
|
Payment Date
|
||
February 10, 2015
|
|
$
|
0.2925
|
|
|
February 23, 2015
|
|
March 9, 2015
|
May 6, 2015
|
|
$
|
0.3000
|
|
|
May 19, 2015
|
|
June 3, 2015
|
August 3, 2015
|
|
$
|
0.3075
|
|
|
August 17, 2015
|
|
September 1, 2015
|
November 3, 2015
|
|
$
|
0.3150
|
|
|
November 17, 2015
|
|
December 3, 2015
|
February 10, 2016
|
|
$
|
0.3250
|
|
|
February 23, 2016
|
|
March 10, 2016
|
May 5, 2016
|
|
$
|
0.3350
|
|
|
May 18, 2016
|
|
June 2, 2016
|
August 2, 2016
|
|
$
|
0.3450
|
|
|
August 17, 2016
|
|
September 1, 2016
|
November 1, 2016
|
|
$
|
0.3550
|
|
|
November 18, 2016
|
|
December 5, 2016
|
12.
|
Stock Options and Employee Stock Purchase Plan
|
(a)
|
Second Amended and Restated 1997 Stock Option Plan, the 2007 Stock Option Plan and the 2015 Stock Option Plan
|
|
Number of Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average Remaining Contractual Life (In Years)
|
|
Aggregate
Intrinsic
Value
|
|||
Options outstanding at January 1, 2014
|
1,175,657
|
|
|
$
|
21.08
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(433,008
|
)
|
|
15.70
|
|
|
|
|
|
|
Canceled
|
(17,000
|
)
|
|
29.85
|
|
|
|
|
|
|
Options outstanding at December 31, 2014
|
725,649
|
|
|
$
|
24.29
|
|
|
|
|
|
Granted
|
62,000
|
|
|
67.35
|
|
|
|
|
|
|
Exercised
|
(221,221
|
)
|
|
22.41
|
|
|
|
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|
Options outstanding at December 31, 2015
|
566,428
|
|
|
$
|
29.74
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(142,870
|
)
|
|
26.04
|
|
|
|
|
|
|
Canceled
|
(9,700
|
)
|
|
26.92
|
|
|
|
|
|
|
Options outstanding at December 31, 2016
|
413,858
|
|
|
$
|
31.09
|
|
|
3.8
|
|
$20,988,138
|
Exercisable at December 31, 2016
|
353,258
|
|
|
$
|
26.10
|
|
|
3.1
|
|
$19,676,668
|
Vested and expected to vest at December 31, 2016
|
402,809
|
|
|
$
|
30.14
|
|
|
3.7
|
|
$20,809,814
|
|
|
Options Outstanding
|
|
Exercisable Options
|
||||||||||||
Range of
Exercise Prices
|
|
Number Outstanding December 31, 2016
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Number
Exercisable
December 31,
2016
|
|
Weighted
Average
Exercise
Price
|
||||||
$17.19
|
|
24,000
|
|
|
2.18 years
|
|
$
|
17.19
|
|
|
24,000
|
|
|
$
|
17.19
|
|
20.91
|
|
45,558
|
|
|
1.34 years
|
|
20.91
|
|
|
45,558
|
|
|
20.91
|
|
||
21.67
|
|
53,376
|
|
|
2.35 years
|
|
21.67
|
|
|
53,376
|
|
|
21.67
|
|
||
21.88
|
|
347
|
|
|
0.95 years
|
|
21.88
|
|
|
347
|
|
|
21.88
|
|
||
22.92
|
|
84,092
|
|
|
3.35 years
|
|
22.92
|
|
|
84,092
|
|
|
22.92
|
|
||
24.61 - 28.52
|
|
29,200
|
|
|
3.18 years
|
|
26.67
|
|
|
23,200
|
|
|
26.79
|
|
||
29.34
|
|
75,585
|
|
|
4.36 years
|
|
29.34
|
|
|
75,585
|
|
|
29.34
|
|
||
29.53 - 31.07
|
|
21,700
|
|
|
5.05 years
|
|
30.06
|
|
|
16,700
|
|
|
30.22
|
|
||
32.45
|
|
18,000
|
|
|
0.59 years
|
|
32.45
|
|
|
18,000
|
|
|
32.45
|
|
||
67.35
|
|
62,000
|
|
|
8.35 years
|
|
67.35
|
|
|
12,400
|
|
|
67.35
|
|
||
$17.19 - $67.35
|
|
413,858
|
|
|
3.82 years
|
|
$
|
31.09
|
|
|
353,258
|
|
|
$
|
26.10
|
|
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
—%
|
|
1.61%
|
|
—%
|
Expected term (in years)
|
0.0
|
|
5.2
|
|
0.0
|
Dividend yield
|
—%
|
|
1.8%
|
|
—%
|
Expected volatility
|
—%
|
|
28.12%
|
|
—%
|
Weighted average volatility
|
—%
|
|
28.12%
|
|
—%
|
|
December 31, 2016
|
||
Underlying stock price at valuation date
|
$
|
63.73
|
|
Expected volatility
|
29.8
|
%
|
|
Risk-free interest rate
|
1.51
|
%
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Nonvested at January 1, 2014
|
1,178,371
|
|
|
$
|
17.86
|
|
Granted
|
226,864
|
|
|
45.66
|
|
|
Vested
|
(546,115
|
)
|
|
15.63
|
|
|
Canceled
|
(45,070
|
)
|
|
35.55
|
|
|
Nonvested at December 31, 2014
|
814,050
|
|
|
$
|
26.57
|
|
Granted
|
234,540
|
|
|
68.11
|
|
|
Vested
|
(254,871
|
)
|
|
25.16
|
|
|
Canceled
|
(88,915
|
)
|
|
40.97
|
|
|
Nonvested at December 31, 2015
|
704,804
|
|
|
$
|
39.08
|
|
Granted
|
296,414
|
|
|
41.27
|
|
|
Vested
|
(255,503
|
)
|
|
31.27
|
|
|
Canceled
|
(40,700
|
)
|
|
63.95
|
|
|
Nonvested at December 31, 2016
|
705,015
|
|
|
$
|
41.40
|
|
|
Number of
Shares |
|
Weighted-Average
Remaining Contractual Life (in Years) |
|
Aggregate
Intrinsic Value |
|||
Outstanding at January 1, 2014
|
109,725
|
|
|
|
|
|
||
Granted
|
38,737
|
|
|
|
|
|
||
Vested
|
(19,598
|
)
|
|
|
|
|
||
Canceled
|
(25,940
|
)
|
|
|
|
|
||
Outstanding at December 31, 2014
|
102,924
|
|
|
|
|
|
||
Granted
|
18,400
|
|
|
|
|
|
||
Vested
|
(23,221
|
)
|
|
|
|
|
||
Canceled
|
(41,858
|
)
|
|
|
|
|
||
Outstanding at December 31, 2015
|
56,245
|
|
|
|
|
|
||
Granted
|
21,500
|
|
|
|
|
|
||
Vested
|
(14,595
|
)
|
|
|
|
|
||
Canceled
|
(11,200
|
)
|
|
|
|
|
||
Outstanding at December 31, 2016
|
51,950
|
|
|
1.8
|
|
$
|
4,249,510
|
|
Vested and expected to vest at December 31, 2016
|
41,163
|
|
|
1.6
|
|
$
|
3,367,103
|
|
13.
|
Defined Contribution 401(k) Savings Plan
|
14.
|
Earnings Per Share
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for basic and diluted net income per common share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to j2 Global, Inc. common shareholders
|
$
|
152,439
|
|
|
$
|
133,636
|
|
|
$
|
124,336
|
|
Net income available to participating securities
(a)
|
(2,242
|
)
|
|
(2,159
|
)
|
|
(2,590
|
)
|
|||
Net income available to j2 Global, Inc. common shareholders
|
150,197
|
|
|
131,477
|
|
|
121,746
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted-average outstanding shares of common stock
|
47,668,357
|
|
|
47,627,853
|
|
|
46,778,015
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
|
|||||
Equity incentive plans
|
201,660
|
|
|
293,911
|
|
|
328,523
|
|
|||
Convertible debt
(b)
|
93,209
|
|
|
165,996
|
|
|
—
|
|
|||
Common stock and common stock equivalents
|
47,963,226
|
|
|
48,087,760
|
|
|
47,106,538
|
|
|||
Net income per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.15
|
|
|
$
|
2.76
|
|
|
$
|
2.60
|
|
Diluted
|
$
|
3.13
|
|
|
$
|
2.73
|
|
|
$
|
2.58
|
|
(a)
|
Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
|
(b)
|
Represents the incremental shares issuable upon conversion of the Convertible Notes due June 15, 2029 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 8 - Long Term Debt)
|
15.
|
Segment Information
|
|
2016
|
|
2015
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Business Cloud Services
|
$
|
911,327
|
|
|
$
|
1,017,676
|
|
|
|
||
Digital Media
|
1,124,535
|
|
|
427,647
|
|
|
|
||||
Total assets from reportable segments
|
2,035,862
|
|
|
1,445,323
|
|
|
|
||||
Corporate
|
26,466
|
|
|
338,396
|
|
|
|
||||
Total assets
|
$
|
2,062,328
|
|
|
$
|
1,783,719
|
|
|
|
||
|
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Business Cloud Services
|
$
|
6,113
|
|
|
$
|
7,546
|
|
|
$
|
6,639
|
|
Digital Media
|
18,633
|
|
|
9,389
|
|
|
4,920
|
|
|||
Total from reportable segments
|
$
|
24,746
|
|
|
$
|
16,935
|
|
|
$
|
11,559
|
|
Corporate
|
—
|
|
|
362
|
|
|
270
|
|
|||
Total capital expenditures
|
$
|
24,746
|
|
|
$
|
17,297
|
|
|
$
|
11,829
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Business Cloud Services
|
$
|
79,533
|
|
|
$
|
62,385
|
|
|
$
|
39,699
|
|
Digital Media
|
42,558
|
|
|
30,008
|
|
|
22,483
|
|
|||
Total from reportable segments
|
122,091
|
|
|
92,393
|
|
|
62,182
|
|
|||
Corporate
|
—
|
|
|
820
|
|
|
771
|
|
|||
Total depreciation and amortization
|
$
|
122,091
|
|
|
$
|
93,213
|
|
|
$
|
62,953
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
607,285
|
|
|
$
|
492,682
|
|
|
$
|
403,279
|
|
Canada
|
76,775
|
|
|
74,864
|
|
|
70,434
|
|
|||
Ireland
|
71,340
|
|
|
43,717
|
|
|
42,979
|
|
|||
All other countries
|
118,855
|
|
|
109,552
|
|
|
82,338
|
|
|||
Total
|
$
|
874,255
|
|
|
$
|
720,815
|
|
|
$
|
599,030
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Long-lived assets:
|
|
|
|
|
|
||
United States
|
$
|
453,053
|
|
|
$
|
271,796
|
|
All other countries
|
93,430
|
|
|
105,477
|
|
||
Total
|
$
|
546,483
|
|
|
$
|
377,273
|
|
BALANCE SHEET
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
23,935
|
|
|
$
|
22,949
|
|
|
$
|
77,066
|
|
|
$
|
—
|
|
|
$
|
123,950
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Accounts receivable, net
|
—
|
|
|
11,464
|
|
|
188,498
|
|
|
(91
|
)
|
|
199,871
|
|
|||||
Prepaid expenses and other current assets
|
25,922
|
|
|
2,266
|
|
|
21,246
|
|
|
(25,316
|
)
|
|
24,118
|
|
|||||
Intercompany receivable
|
635,740
|
|
|
281,078
|
|
|
166,210
|
|
|
(1,083,028
|
)
|
|
—
|
|
|||||
Total current assets
|
685,597
|
|
|
317,757
|
|
|
453,080
|
|
|
(1,108,435
|
)
|
|
347,999
|
|
|||||
Property and equipment, net
|
—
|
|
|
6,318
|
|
|
61,776
|
|
|
—
|
|
|
68,094
|
|
|||||
Trade names, net
|
—
|
|
|
10,097
|
|
|
105,756
|
|
|
—
|
|
|
115,853
|
|
|||||
Patent and patent licenses, net
|
—
|
|
|
601
|
|
|
13,327
|
|
|
—
|
|
|
13,928
|
|
|||||
Customer relationships, net
|
—
|
|
|
2,519
|
|
|
205,636
|
|
|
—
|
|
|
208,155
|
|
|||||
Goodwill
|
—
|
|
|
58,310
|
|
|
1,064,500
|
|
|
—
|
|
|
1,122,810
|
|
|||||
Other purchased intangibles, net
|
—
|
|
|
4,804
|
|
|
168,951
|
|
|
—
|
|
|
173,755
|
|
|||||
Investment in subsidiaries
|
1,091,412
|
|
|
730,153
|
|
|
(1,071
|
)
|
|
(1,820,494
|
)
|
|
—
|
|
|||||
Deferred income taxes, non-current
|
1,346
|
|
|
26,667
|
|
|
2,171
|
|
|
(24,895
|
)
|
|
5,289
|
|
|||||
Other assets
|
—
|
|
|
443
|
|
|
6,002
|
|
|
—
|
|
|
6,445
|
|
|||||
Total assets
|
$
|
1,778,355
|
|
|
$
|
1,157,669
|
|
|
$
|
2,080,128
|
|
|
$
|
(2,953,824
|
)
|
|
$
|
2,062,328
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
4,545
|
|
|
$
|
28,179
|
|
|
$
|
170,754
|
|
|
$
|
(25,407
|
)
|
|
$
|
178,071
|
|
Income taxes payable
|
—
|
|
|
82,795
|
|
|
—
|
|
|
(66,042
|
)
|
|
16,753
|
|
|||||
Deferred revenue, current
|
—
|
|
|
19,277
|
|
|
61,107
|
|
|
—
|
|
|
80,384
|
|
|||||
Line of Credit
|
178,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,817
|
|
|||||
Capital lease, current
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|||||
Intercompany payable
|
296,658
|
|
|
11
|
|
|
720,317
|
|
|
(1,016,986
|
)
|
|
—
|
|
|||||
Total current liabilities
|
480,020
|
|
|
130,262
|
|
|
952,242
|
|
|
(1,108,435
|
)
|
|
454,089
|
|
|||||
Long-term debt
|
355,143
|
|
|
246,604
|
|
|
(1
|
)
|
|
—
|
|
|
601,746
|
|
Deferred revenue, non-current
|
—
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|||||
Liability for uncertain tax positions
|
—
|
|
|
41,259
|
|
|
5,278
|
|
|
—
|
|
|
46,537
|
|
|||||
Deferred income taxes, non-current
|
28,687
|
|
|
—
|
|
|
36,565
|
|
|
(24,895
|
)
|
|
40,357
|
|
|||||
Other long-term liabilities
|
1,040
|
|
|
505
|
|
|
1,930
|
|
|
—
|
|
|
3,475
|
|
|||||
Total liabilities
|
864,890
|
|
|
420,218
|
|
|
996,014
|
|
|
(1,133,330
|
)
|
|
1,147,792
|
|
|||||
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred stock - Series A, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred stock - Series B, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock, $0.01 par value
|
474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|||||
Additional paid-in capital
|
464,220
|
|
|
89,066
|
|
|
424,399
|
|
|
(669,356
|
)
|
|
308,329
|
|
|||||
Retained earnings
|
448,771
|
|
|
648,233
|
|
|
714,516
|
|
|
(1,151,138
|
)
|
|
660,382
|
|
|||||
Accumulated other comprehensive income (loss)
|
—
|
|
|
152
|
|
|
(54,801
|
)
|
|
—
|
|
|
(54,649
|
)
|
|||||
Total stockholders' equity
|
913,465
|
|
|
737,451
|
|
|
1,084,114
|
|
|
(1,820,494
|
)
|
|
914,536
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
1,778,355
|
|
|
$
|
1,157,669
|
|
|
$
|
2,080,128
|
|
|
$
|
(2,953,824
|
)
|
|
$
|
2,062,328
|
|
BALANCE SHEET
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
55,516
|
|
|
$
|
9,975
|
|
|
$
|
190,039
|
|
|
$
|
—
|
|
|
$
|
255,530
|
|
Short-term investments
|
79,595
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
79,655
|
|
|||||
Accounts receivable, net
|
—
|
|
|
10,679
|
|
|
104,131
|
|
|
(130
|
)
|
|
114,680
|
|
|||||
Prepaid expenses and other current assets
|
6,887
|
|
|
8,500
|
|
|
14,319
|
|
|
(3,984
|
)
|
|
25,722
|
|
|||||
Deferred income taxes, current
|
—
|
|
|
3,316
|
|
|
4,413
|
|
|
(511
|
)
|
|
7,218
|
|
|||||
Intercompany receivable
|
117,000
|
|
|
174,127
|
|
|
—
|
|
|
(291,127
|
)
|
|
—
|
|
|||||
Total current assets
|
258,998
|
|
|
206,597
|
|
|
312,962
|
|
|
(295,752
|
)
|
|
482,805
|
|
|||||
Long-term investments
|
78,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,563
|
|
|||||
Property and equipment, net
|
—
|
|
|
6,557
|
|
|
50,885
|
|
|
—
|
|
|
57,442
|
|
|||||
Trade names, net
|
—
|
|
|
10,118
|
|
|
108,847
|
|
|
—
|
|
|
118,965
|
|
|||||
Patent and patent licenses, net
|
—
|
|
|
743
|
|
|
18,098
|
|
|
—
|
|
|
18,841
|
|
|||||
Customer relationships, net
|
—
|
|
|
1,193
|
|
|
196,126
|
|
|
—
|
|
|
197,319
|
|
|||||
Goodwill
|
—
|
|
|
56,296
|
|
|
751,365
|
|
|
—
|
|
|
807,661
|
|
|||||
Other purchased intangibles, net
|
—
|
|
|
4,218
|
|
|
13,298
|
|
|
—
|
|
|
17,516
|
|
|||||
Investment in subsidiaries
|
1,051,927
|
|
|
1,095,155
|
|
|
—
|
|
|
(2,147,082
|
)
|
|
—
|
|
|||||
Deferred income taxes, non-current
|
—
|
|
|
14,978
|
|
|
(14,978
|
)
|
|
—
|
|
|
—
|
|
|||||
Other assets
|
8,219
|
|
|
1,167
|
|
|
4,370
|
|
|
(9,149
|
)
|
|
4,607
|
|
|||||
Total assets
|
$
|
1,397,707
|
|
|
$
|
1,397,022
|
|
|
$
|
1,440,973
|
|
|
$
|
(2,451,983
|
)
|
|
$
|
1,783,719
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
4,573
|
|
|
$
|
27,976
|
|
|
$
|
81,965
|
|
|
$
|
(130
|
)
|
|
$
|
114,384
|
|
Income taxes payable
|
—
|
|
|
9,573
|
|
|
—
|
|
|
(3,984
|
)
|
|
5,589
|
|
|||||
Deferred revenue, current
|
—
|
|
|
19,530
|
|
|
56,574
|
|
|
—
|
|
|
76,104
|
|
|||||
Capital lease, current
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Deferred income taxes, current
|
511
|
|
|
—
|
|
|
363
|
|
|
(511
|
)
|
|
363
|
|
|||||
Intercompany payable
|
121,263
|
|
|
—
|
|
|
169,864
|
|
|
(291,127
|
)
|
|
—
|
|
Total current liabilities
|
126,347
|
|
|
57,079
|
|
|
308,980
|
|
|
(295,752
|
)
|
|
196,654
|
|
|||||
Long-term debt
|
354,437
|
|
|
246,749
|
|
|
—
|
|
|
(9,149
|
)
|
|
592,037
|
|
|||||
Deferred revenue, non-current
|
—
|
|
|
4,667
|
|
|
1,871
|
|
|
—
|
|
|
6,538
|
|
|||||
Capital lease, non-current
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Liability for uncertain tax positions
|
—
|
|
|
35,917
|
|
|
—
|
|
|
—
|
|
|
35,917
|
|
|||||
Deferred income taxes, non-current
|
24,936
|
|
|
—
|
|
|
19,053
|
|
|
—
|
|
|
43,989
|
|
|||||
Other long-term liabilities
|
1,779
|
|
|
683
|
|
|
15,766
|
|
|
—
|
|
|
18,228
|
|
|||||
Total liabilities
|
507,499
|
|
|
345,095
|
|
|
345,818
|
|
|
(304,901
|
)
|
|
893,511
|
|
|||||
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred stock - Series A, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred stock - Series B, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock, $0.01 par value
|
479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
479
|
|
|||||
Additional paid-in capital
|
292,064
|
|
|
238,631
|
|
|
524,031
|
|
|
(762,662
|
)
|
|
292,064
|
|
|||||
Retained earnings
|
595,216
|
|
|
813,058
|
|
|
602,935
|
|
|
(1,384,420
|
)
|
|
626,789
|
|
|||||
Accumulated other comprehensive income (loss)
|
2,449
|
|
|
238
|
|
|
(31,811
|
)
|
|
—
|
|
|
(29,124
|
)
|
|||||
Total stockholders' equity
|
890,208
|
|
|
1,051,927
|
|
|
1,095,155
|
|
|
(2,147,082
|
)
|
|
890,208
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,397,707
|
|
|
$
|
1,397,022
|
|
|
$
|
1,440,973
|
|
|
$
|
(2,451,983
|
)
|
|
$
|
1,783,719
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
246,525
|
|
|
$
|
692,974
|
|
|
$
|
(65,244
|
)
|
|
$
|
874,255
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
—
|
|
|
71,115
|
|
|
141,082
|
|
|
(65,097
|
)
|
|
147,100
|
|
|||||
Gross profit
|
—
|
|
|
175,410
|
|
|
551,892
|
|
|
(147
|
)
|
|
727,155
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
—
|
|
|
40,583
|
|
|
166,435
|
|
|
(147
|
)
|
|
206,871
|
|
|||||
Research, development and engineering
|
—
|
|
|
12,657
|
|
|
25,389
|
|
|
—
|
|
|
38,046
|
|
|||||
General and administrative
|
19,014
|
|
|
19,048
|
|
|
201,610
|
|
|
—
|
|
|
239,672
|
|
|||||
Total operating expenses
|
19,014
|
|
|
72,288
|
|
|
393,434
|
|
|
(147
|
)
|
|
484,589
|
|
|||||
Income (loss) from operations
|
(19,014
|
)
|
|
103,122
|
|
|
158,458
|
|
|
—
|
|
|
242,566
|
|
|||||
Equity earnings in Subsidiaries
|
160,544
|
|
|
97,202
|
|
|
—
|
|
|
(257,746
|
)
|
|
—
|
|
|||||
Interest expense, net
|
4,579
|
|
|
20,655
|
|
|
16,136
|
|
|
—
|
|
|
41,370
|
|
|||||
Other expense (income), net
|
(7,717
|
)
|
|
(872
|
)
|
|
(1,654
|
)
|
|
—
|
|
|
(10,243
|
)
|
|||||
Income before income taxes
|
144,668
|
|
|
180,541
|
|
|
143,976
|
|
|
(257,746
|
)
|
|
211,439
|
|
|||||
Income tax expense (benefit)
|
(7,771
|
)
|
|
35,447
|
|
|
31,324
|
|
|
—
|
|
|
59,000
|
|
|||||
Net income
|
$
|
152,439
|
|
|
$
|
145,094
|
|
|
$
|
112,652
|
|
|
$
|
(257,746
|
)
|
|
$
|
152,439
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
232,768
|
|
|
$
|
554,560
|
|
|
$
|
(66,513
|
)
|
|
$
|
720,815
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
—
|
|
|
77,798
|
|
|
111,476
|
|
|
(66,316
|
)
|
|
122,958
|
|
|||||
Gross profit
|
—
|
|
|
154,970
|
|
|
443,084
|
|
|
(197
|
)
|
|
597,857
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
—
|
|
|
39,240
|
|
|
119,966
|
|
|
(197
|
)
|
|
159,009
|
|
|||||
Research, development and engineering
|
—
|
|
|
14,844
|
|
|
19,485
|
|
|
—
|
|
|
34,329
|
|
|||||
General and administrative
|
15,849
|
|
|
26,842
|
|
|
162,446
|
|
|
—
|
|
|
205,137
|
|
|||||
Total operating expenses
|
15,849
|
|
|
80,926
|
|
|
301,897
|
|
|
(197
|
)
|
|
398,475
|
|
|||||
Income (loss) from operations
|
(15,849
|
)
|
|
74,044
|
|
|
141,187
|
|
|
—
|
|
|
199,382
|
|
|||||
Equity earnings in Subsidiaries
|
151,894
|
|
|
116,142
|
|
|
—
|
|
|
(268,036
|
)
|
|
—
|
|
|||||
Interest expense, net
|
12,227
|
|
|
21,276
|
|
|
8,955
|
|
|
—
|
|
|
42,458
|
|
|||||
Other expense (income), net
|
(271
|
)
|
|
395
|
|
|
(119
|
)
|
|
—
|
|
|
5
|
|
|||||
Income before income taxes
|
124,089
|
|
|
168,515
|
|
|
132,351
|
|
|
(268,036
|
)
|
|
156,919
|
|
|||||
Income tax expense (benefit)
|
(9,547
|
)
|
|
16,621
|
|
|
16,209
|
|
|
—
|
|
|
23,283
|
|
|||||
Net income
|
$
|
133,636
|
|
|
$
|
151,894
|
|
|
$
|
116,142
|
|
|
$
|
(268,036
|
)
|
|
$
|
133,636
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
227,860
|
|
|
$
|
412,217
|
|
|
$
|
(41,047
|
)
|
|
$
|
599,030
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
—
|
|
|
51,391
|
|
|
95,386
|
|
|
(40,788
|
)
|
|
105,989
|
|
|||||
Gross profit
|
—
|
|
|
176,469
|
|
|
316,831
|
|
|
(259
|
)
|
|
493,041
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
—
|
|
|
36,414
|
|
|
105,812
|
|
|
(259
|
)
|
|
141,967
|
|
|||||
Research, development and engineering
|
—
|
|
|
14,055
|
|
|
16,625
|
|
|
—
|
|
|
30,680
|
|
|||||
General and administrative
|
6,401
|
|
|
30,300
|
|
|
97,487
|
|
|
—
|
|
|
134,188
|
|
|||||
Total operating expenses
|
6,401
|
|
|
80,769
|
|
|
219,924
|
|
|
(259
|
)
|
|
306,835
|
|
|||||
Income (loss) from operations
|
(6,401
|
)
|
|
95,700
|
|
|
96,907
|
|
|
—
|
|
|
186,206
|
|
|||||
Equity earnings in Subsidiaries
|
135,838
|
|
|
77,051
|
|
|
—
|
|
|
(212,889
|
)
|
|
—
|
|
|||||
Interest expense, net
|
10,442
|
|
|
20,478
|
|
|
284
|
|
|
—
|
|
|
31,204
|
|
|||||
Other expense (income), net
|
(23
|
)
|
|
141
|
|
|
(283
|
)
|
|
—
|
|
|
(165
|
)
|
|||||
Income before income taxes
|
119,018
|
|
|
152,132
|
|
|
96,906
|
|
|
(212,889
|
)
|
|
155,167
|
|
|||||
Income tax expense (benefit)
|
(6,309
|
)
|
|
16,294
|
|
|
19,855
|
|
|
—
|
|
|
29,840
|
|
|||||
Net income
|
$
|
125,327
|
|
|
$
|
135,838
|
|
|
$
|
77,051
|
|
|
$
|
(212,889
|
)
|
|
$
|
125,327
|
|
Less extinguishment of Series A preferred stock
|
(991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(991
|
)
|
|||||
Net income attributable to j2 Global, Inc. common shareholders
|
$
|
124,336
|
|
|
$
|
135,838
|
|
|
$
|
77,051
|
|
|
$
|
(212,889
|
)
|
|
$
|
124,336
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
152,439
|
|
|
$
|
145,094
|
|
|
$
|
112,652
|
|
|
$
|
(257,746
|
)
|
|
$
|
152,439
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(23,076
|
)
|
|
—
|
|
|
(23,076
|
)
|
|||||
Change in fair value on available-for-sale investments, net of tax benefit
|
(2,449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,449
|
)
|
|||||
Other comprehensive loss, net of tax
|
(2,449
|
)
|
|
—
|
|
|
(23,076
|
)
|
|
—
|
|
|
(25,525
|
)
|
|||||
Comprehensive income
|
$
|
149,990
|
|
|
$
|
145,094
|
|
|
$
|
89,576
|
|
|
$
|
(257,746
|
)
|
|
$
|
126,914
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
133,636
|
|
|
$
|
151,894
|
|
|
$
|
116,142
|
|
|
$
|
(268,036
|
)
|
|
$
|
133,636
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(15,058
|
)
|
|
—
|
|
|
(15,058
|
)
|
|||||
Change in fair value on available-for-sale investments, net of tax benefit
|
(6,939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,939
|
)
|
|||||
Other comprehensive loss, net of tax
|
(6,939
|
)
|
|
—
|
|
|
(15,058
|
)
|
|
—
|
|
|
(21,997
|
)
|
|||||
Comprehensive income
|
$
|
126,697
|
|
|
$
|
151,894
|
|
|
$
|
101,084
|
|
|
$
|
(268,036
|
)
|
|
$
|
111,639
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
125,327
|
|
|
$
|
135,838
|
|
|
$
|
77,051
|
|
|
$
|
(212,889
|
)
|
|
$
|
125,327
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
(478
|
)
|
|
(14,216
|
)
|
|
—
|
|
|
(14,694
|
)
|
|||||
Change in fair value on available-for-sale investments, net of tax expense
|
15
|
|
|
3,307
|
|
|
10
|
|
|
—
|
|
|
3,332
|
|
|||||
Other comprehensive income (loss), net of tax
|
15
|
|
|
2,829
|
|
|
(14,206
|
)
|
|
—
|
|
|
(11,362
|
)
|
|||||
Comprehensive income
|
$
|
125,342
|
|
|
$
|
138,667
|
|
|
$
|
62,845
|
|
|
$
|
(212,889
|
)
|
|
$
|
113,965
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(60,383
|
)
|
|
$
|
65,429
|
|
|
$
|
277,341
|
|
|
$
|
—
|
|
|
$
|
282,387
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maturity of available-for-sale investments
|
241,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241,817
|
|
|||||
Purchase of available-for-sale investments
|
(80,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,918
|
)
|
|||||
Purchases of property and equipment
|
—
|
|
|
(2,513
|
)
|
|
(22,233
|
)
|
|
—
|
|
|
(24,746
|
)
|
|||||
Acquisition of businesses, net of cash received
|
—
|
|
|
(7,609
|
)
|
|
(573,082
|
)
|
|
—
|
|
|
(580,691
|
)
|
|||||
Purchases of intangible assets
|
—
|
|
|
(106
|
)
|
|
(4,215
|
)
|
|
—
|
|
|
(4,321
|
)
|
|||||
Intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
160,899
|
|
|
(10,228
|
)
|
|
(599,530
|
)
|
|
—
|
|
|
(448,859
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from line of credit, net
|
178,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,710
|
|
|||||
Repurchases of common and restricted stock
|
(56,495
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(56,496
|
)
|
|||||
Issuance of common stock under employee stock purchase plan
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|||||
Exercise of stock options
|
3,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,570
|
|
|||||
Dividends paid
|
(65,835
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,835
|
)
|
|||||
Excess tax benefits from share-based compensation
|
2,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,271
|
|
|||||
Deferred payments for acquisitions
|
—
|
|
|
(1,547
|
)
|
|
(19,285
|
)
|
|
—
|
|
|
(20,832
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(492
|
)
|
|
—
|
|
|
(492
|
)
|
|||||
Intercompany
|
(194,358
|
)
|
|
(40,596
|
)
|
|
234,954
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(131,883
|
)
|
|
(42,143
|
)
|
|
215,176
|
|
|
—
|
|
|
41,150
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(214
|
)
|
|
(84
|
)
|
|
(5,960
|
)
|
|
—
|
|
|
(6,258
|
)
|
|||||
Net change in cash and cash equivalents
|
(31,581
|
)
|
|
12,974
|
|
|
(112,973
|
)
|
|
—
|
|
|
(131,580
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
55,516
|
|
|
9,975
|
|
|
190,039
|
|
|
—
|
|
|
255,530
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
23,935
|
|
|
$
|
22,949
|
|
|
$
|
77,066
|
|
|
$
|
—
|
|
|
$
|
123,950
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(29,406
|
)
|
|
$
|
70,905
|
|
|
$
|
187,562
|
|
|
$
|
—
|
|
|
$
|
229,061
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturity of certificates of deposit
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
Purchase of certificates of deposit
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|||||
Maturity of available-for-sale investments
|
121,687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,687
|
|
|||||
Purchase of available-for-sale investments
|
(135,832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,832
|
)
|
|||||
Purchases of property and equipment
|
—
|
|
|
(1,645
|
)
|
|
(15,652
|
)
|
|
—
|
|
|
(17,297
|
)
|
|||||
Acquisition of businesses, net of cash received
|
—
|
|
|
—
|
|
|
(302,809
|
)
|
|
—
|
|
|
(302,809
|
)
|
|||||
Purchases of intangible assets
|
—
|
|
|
57
|
|
|
(1,512
|
)
|
|
—
|
|
|
(1,455
|
)
|
|||||
Investment in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany
|
(53,317
|
)
|
|
53,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(67,459
|
)
|
|
51,729
|
|
|
(319,973
|
)
|
|
—
|
|
|
(335,703
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Repurchases of common and restricted stock
|
(3,674
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,674
|
)
|
|||||
Issuance of common stock under employee stock purchase plan
|
260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|||||
Exercise of stock options
|
4,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,958
|
|
|||||
Dividends paid
|
(58,826
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,826
|
)
|
|||||
Excess tax benefits from share-based compensation
|
4,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,486
|
|
|||||
Deferred payments for acquisitions
|
—
|
|
|
(2,000
|
)
|
|
(12,271
|
)
|
|
—
|
|
|
(14,271
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(296
|
)
|
|
—
|
|
|
(296
|
)
|
|||||
Intercompany
|
(29,835
|
)
|
|
(144,516
|
)
|
|
174,351
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(82,631
|
)
|
|
(146,516
|
)
|
|
161,784
|
|
|
—
|
|
|
(67,363
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
8,222
|
|
|
(2,953
|
)
|
|
(9,397
|
)
|
|
—
|
|
|
(4,128
|
)
|
Net change in cash and cash equivalents
|
(171,274
|
)
|
|
(26,835
|
)
|
|
19,976
|
|
|
—
|
|
|
(178,133
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
226,790
|
|
|
36,810
|
|
|
170,063
|
|
|
—
|
|
|
433,663
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
55,516
|
|
|
$
|
9,975
|
|
|
$
|
190,039
|
|
|
$
|
—
|
|
|
$
|
255,530
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(65
|
)
|
|
$
|
59,544
|
|
|
$
|
117,752
|
|
|
$
|
—
|
|
|
$
|
177,231
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturity of certificates of deposit
|
—
|
|
|
8,210
|
|
|
6,310
|
|
|
—
|
|
|
14,520
|
|
|||||
Purchase of certificates of deposit
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||||
Maturity of available-for-sale investments
|
40,211
|
|
|
53,563
|
|
|
16,589
|
|
|
—
|
|
|
110,363
|
|
|||||
Purchase of available-for-sale investments
|
(81,061
|
)
|
|
(57,391
|
)
|
|
—
|
|
|
—
|
|
|
(138,452
|
)
|
|||||
Purchases of property and equipment
|
—
|
|
|
(2,866
|
)
|
|
(8,963
|
)
|
|
—
|
|
|
(11,829
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
608
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|||||
Acquisition of businesses, net of cash received
|
—
|
|
|
(2,083
|
)
|
|
(243,195
|
)
|
|
—
|
|
|
(245,278
|
)
|
|||||
Purchases of intangible assets
|
—
|
|
|
(2,949
|
)
|
|
(2,387
|
)
|
|
—
|
|
|
(5,336
|
)
|
|||||
Investment in subsidiaries
|
—
|
|
|
(23,821
|
)
|
|
—
|
|
|
23,821
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(40,850
|
)
|
|
(26,729
|
)
|
|
(231,711
|
)
|
|
23,821
|
|
|
(275,469
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of long-term debt
|
402,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402,500
|
|
|||||
Debt issuance costs
|
(11,991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,991
|
)
|
|||||
Repurchases of common stock and restricted stock
|
(930
|
)
|
|
(4,733
|
)
|
|
—
|
|
|
—
|
|
|
(5,663
|
)
|
|||||
Issuance of common stock under employee stock purchase plan
|
142
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|||||
Exercise of stock options
|
1,374
|
|
|
5,193
|
|
|
54
|
|
|
—
|
|
|
6,621
|
|
|||||
Dividends paid
|
(26,967
|
)
|
|
(25,302
|
)
|
|
—
|
|
|
—
|
|
|
(52,269
|
)
|
|||||
Excess tax benefits from share-based compensation
|
86
|
|
|
4,803
|
|
|
623
|
|
|
—
|
|
|
5,512
|
|
|||||
Deferred payments for acquisitions
|
—
|
|
|
—
|
|
|
(16,512
|
)
|
|
—
|
|
|
(16,512
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(933
|
)
|
|
—
|
|
|
(933
|
)
|
Intercompany
|
(96,509
|
)
|
|
(10,495
|
)
|
|
130,825
|
|
|
(23,821
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
267,705
|
|
|
(30,411
|
)
|
|
114,057
|
|
|
(23,821
|
)
|
|
327,530
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(3,430
|
)
|
|
—
|
|
|
(3,430
|
)
|
|||||
Net change in cash and cash equivalents
|
226,790
|
|
|
2,404
|
|
|
(3,332
|
)
|
|
—
|
|
|
225,862
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
34,406
|
|
|
173,395
|
|
|
—
|
|
|
207,801
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
226,790
|
|
|
$
|
36,810
|
|
|
$
|
170,063
|
|
|
$
|
—
|
|
|
$
|
433,663
|
|
17.
|
Supplemental Cash Flows Information
|
18.
|
Accumulated Other Comprehensive Income
|
|
Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance as of January 1, 2015
|
$
|
9,388
|
|
|
$
|
(16,515
|
)
|
|
$
|
(7,127
|
)
|
Other comprehensive income (loss) before reclassifications
|
(6,769
|
)
|
|
(15,058
|
)
|
|
(21,827
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(170
|
)
|
|
—
|
|
|
(170
|
)
|
|||
Net current period other comprehensive loss
|
(6,939
|
)
|
|
(15,058
|
)
|
|
(21,997
|
)
|
|||
Balance as of December 31, 2015
|
$
|
2,449
|
|
|
$
|
(31,573
|
)
|
|
$
|
(29,124
|
)
|
Other comprehensive income (loss) before reclassifications
|
744
|
|
|
(23,076
|
)
|
|
(22,332
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(3,193
|
)
|
|
—
|
|
|
(3,193
|
)
|
|||
Net current period other comprehensive loss
|
(2,449
|
)
|
|
(23,076
|
)
|
|
(25,525
|
)
|
|||
Balance as of December 31, 2016
|
$
|
—
|
|
|
$
|
(54,649
|
)
|
|
$
|
(54,649
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement of Income
|
||||||
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
|
||||
Unrealized gain on available-for-sale investments
|
|
$
|
(5,149
|
)
|
|
$
|
(274
|
)
|
|
Other expense (income), net
|
|
|
(5,149
|
)
|
|
(274
|
)
|
|
Income before income taxes
|
||
|
|
1,956
|
|
|
104
|
|
|
Income tax expense
|
||
|
|
(3,193
|
)
|
|
(170
|
)
|
|
Net income
|
||
Total reclassifications for the period
|
|
$
|
(3,193
|
)
|
|
$
|
(170
|
)
|
|
Net income
|
19.
|
Quarterly Results (unaudited)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
251,837
|
|
|
$
|
210,116
|
|
|
$
|
211,800
|
|
|
$
|
200,502
|
|
Gross profit
|
|
211,608
|
|
|
|
173,124
|
|
|
|
176,209
|
|
|
|
166,214
|
|
Net income
|
|
43,157
|
|
|
|
45,569
|
|
|
|
33,770
|
|
|
|
29,943
|
|
Net income attributable to j2 Global, Inc. common shareholders
|
|
43,157
|
|
|
|
45,569
|
|
|
|
33,770
|
|
|
|
29,943
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.90
|
|
|
$
|
0.95
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.94
|
|
|
$
|
0.69
|
|
|
$
|
0.61
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
47,348,372
|
|
|
|
47,310,011
|
|
|
|
48,055,783
|
|
|
|
47,966,718
|
|
Diluted
|
|
47,862,218
|
|
|
|
47,494,744
|
|
|
|
48,265,298
|
|
|
|
48,238,098
|
|
|
|
||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
204,823
|
|
|
$
|
178,701
|
|
|
$
|
176,038
|
|
|
$
|
161,253
|
|
Gross profit
|
|
170,214
|
|
|
|
148,032
|
|
|
|
146,544
|
|
|
|
133,067
|
|
Net income
|
|
35,467
|
|
|
|
37,375
|
|
|
|
38,916
|
|
|
|
21,878
|
|
Net income attributable to j2 Global, Inc. common shareholders
|
|
35,467
|
|
|
|
37,375
|
|
|
|
38,916
|
|
|
|
21,878
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.73
|
|
|
$
|
0.77
|
|
|
$
|
0.81
|
|
|
$
|
0.45
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
0.77
|
|
|
$
|
0.80
|
|
|
$
|
0.45
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
47,849,748
|
|
|
|
47,696,224
|
|
|
|
47,537,597
|
|
|
|
47,422,396
|
|
Diluted
|
|
48,772,061
|
|
|
|
47,953,871
|
|
|
|
47,853,574
|
|
|
|
47,766,088
|
|
20.
|
Unrestricted Subsidiaries (unaudited)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,931
|
|
|
$
|
16,482
|
|
Accounts receivable
|
158,730
|
|
|
79,283
|
|
||
Prepaid expenses and other current assets
|
13,494
|
|
|
5,437
|
|
||
Deferred income taxes, current
|
—
|
|
|
3,382
|
|
||
Total current assets
|
190,155
|
|
|
104,584
|
|
||
Property and equipment, net
|
38,752
|
|
|
25,353
|
|
||
Trade names, net
|
69,093
|
|
|
73,034
|
|
||
Patent and patent licenses, net
|
13,303
|
|
|
18,071
|
|
||
Customer relationships, net
|
95,855
|
|
|
68,317
|
|
||
Goodwill
|
563,658
|
|
|
304,943
|
|
||
Other purchased intangibles, net
|
163,023
|
|
|
7,810
|
|
||
Deferred income taxes, non-current
|
482
|
|
|
2,373
|
|
||
Other assets
|
5,541
|
|
|
—
|
|
||
Total assets
|
$
|
1,139,862
|
|
|
$
|
604,485
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Accounts payable and accrued expenses
|
$
|
163,130
|
|
|
$
|
88,580
|
|
Income taxes payable
|
4,353
|
|
|
—
|
|
||
Deferred revenue, current
|
13,773
|
|
|
6,554
|
|
||
Total current liabilities
|
181,256
|
|
|
95,134
|
|
||
Long-term debt
|
602,662
|
|
|
155,000
|
|
||
Deferred income taxes, non-current
|
11,816
|
|
|
11,270
|
|
||
Other long-term liabilities
|
1,454
|
|
|
13,546
|
|
||
Total liabilities
|
797,188
|
|
|
274,950
|
|
||
Additional paid-in capital
|
318,160
|
|
|
319,728
|
|
||
Retained earnings
|
27,004
|
|
|
11,552
|
|
||
Accumulated other comprehensive income (loss)
|
(2,490
|
)
|
|
(1,745
|
)
|
||
Total stockholders’ equity
|
342,674
|
|
|
329,535
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,139,862
|
|
|
$
|
604,485
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
307,511
|
|
|
$
|
217,778
|
|
|
$
|
169,065
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
26,561
|
|
|
21,749
|
|
|
19,028
|
|
|||
Gross profit
|
280,950
|
|
|
196,029
|
|
|
150,037
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|||||
Sales and marketing
|
125,202
|
|
|
78,176
|
|
|
68,057
|
|
|||
Research, development and engineering
|
12,927
|
|
|
8,134
|
|
|
5,485
|
|
|||
General and administrative
|
100,845
|
|
|
87,161
|
|
|
52,768
|
|
|||
Total operating expenses
|
238,974
|
|
|
173,471
|
|
|
126,310
|
|
|||
Income from operations
|
41,976
|
|
|
22,558
|
|
|
23,727
|
|
|||
Other income (expenses):
|
|
|
|
|
|
||||||
Interest expense, net
|
19,837
|
|
|
11,179
|
|
|
821
|
|
|||
Other expense (income), net
|
(1,502
|
)
|
|
290
|
|
|
347
|
|
|||
Income before income taxes
|
23,641
|
|
|
11,089
|
|
|
22,559
|
|
|||
Income tax expense
|
8,190
|
|
|
5,588
|
|
|
4,883
|
|
|||
Net income
|
$
|
15,451
|
|
|
$
|
5,501
|
|
|
$
|
17,676
|
|
Item 9A.
|
Controls and Procedures
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
2.1
|
Agreement and Plan of Merger, dated as of October 21, 2016, by and among Everyday Health, Inc., Ziff Davis, LLC, Project Echo Acquisition Corp. and j2 Global, Inc. (15)
|
10.8
|
Registration Rights Agreement, dated as of June 30, 1998, by and among JFAX Communications, Inc., the Delaware State Employees’ Retirement Fund, the Declaration of Trust for Defined Benefit Plan of ICI American Holdings Inc., the Declaration of Trust for Defined Benefit Plan of Zeneca Holdings Inc., the J.W. McConnell Family Foundation, DCJ Fund Investment Partners II, L.P., DLJ Capital Corporation, GMT Partners, LLC, Orchard/JFAX Investors, L.L.C. and DLJ Private Equity Employees Fund, L.P. (1)
|
10.9
|
Credit Agreement, dated as of December 5, 2016, among j2 Global Inc., MUFG Union Bank, N.A., as Administrative Agent, and the lenders party thereto (16)
|
Item 16.
|
Form 10-K Summary
|
|
|
j2 Global, Inc.
|
|
|
|
|
|
|
|
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By:
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/s/ NEHEMIA ZUCKER
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Nehemia Zucker
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Chief Executive Officer
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(Principal Executive Officer)
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Signature
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Title
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/s/ NEHEMIA ZUCKER
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Chief Executive Officer (Principal Executive Officer)
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Nehemia Zucker
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/s/ R. SCOTT TURICCHI
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Chief Financial Officer (Principal Financial Officer)
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R. Scott Turicchi
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/s/ STEVE P. DUNN
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Chief Accounting Officer
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Steve P. Dunn
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/s/ RICHARD S. RESSLER
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Chairman of the Board and a Director
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Richard S. Ressler
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/s/ DOUGLAS Y. BECH
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Director
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Douglas Y. Bech
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/s/ ROBERT J. CRESCI
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Director
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Robert J. Cresci
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/s/ WILLIAM B. KRETZMER
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Director
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William B. Kretzmer
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/s/ STEPHEN ROSS
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Director
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Stephen Ross
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/s/ JON MILLER
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Director
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Jon Miller
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Description
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Balance at
Beginning
of Period
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Additions:
Charged to
Costs and
Expenses
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Deductions:
Write-offs (1)
and recoveries
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Balance
at End
of Period
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||||||||
Year Ended December 31, 2016:
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||||||||
Allowance for doubtful accounts
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$
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4,261
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$
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13,168
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$
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(9,441
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)
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$
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7,988
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Deferred tax asset valuation allowance
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$
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14,242
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$
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339
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$
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(2,553
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)
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$
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12,028
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Year Ended December 31, 2015:
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||||||||
Allowance for doubtful accounts
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$
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3,685
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$
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6,873
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$
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(6,297
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)
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$
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4,261
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Deferred tax asset valuation allowance
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$
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11,358
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$
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6,959
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$
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(4,075
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)
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$
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14,242
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Year Ended December 31, 2014:
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||||||||
Allowance for doubtful accounts
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$
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4,105
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$
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4,702
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$
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(5,122
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)
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$
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3,685
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Deferred tax asset valuation allowance
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$
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8,493
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$
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4,381
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$
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(1,516
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)
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$
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11,358
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(i)
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[# OF TIME-VESTING RESTRICTED SHARES]
of the Restricted Shares ratably on each of the first through fifth anniversaries of the date of this Agreement (the “Time-Vesting Shares”) in accordance with the following schedule:
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(ii)
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[# OF PERFORMANCE-VESTING RESTRICTED SHARES]
of the Restricted Shares subject to the Fair Market Value of the Common Stock being maintained for a period of at least twenty (20) consecutive trading days (the “Performance-Vesting Shares”) in accordance with the following schedule:
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(i)
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(A) term “disability” (or any reasonable facsimile thereof as approved by the Committee) in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Subsidiary; or (B) if not defined therein, or if there shall be no such agreement, as defined in the long-term disability plan maintained by Company or its Subsidiary by which the Participant is employed or for which the Participant serves as a consultant or by appointment, as in effect from time to time; or (C) if there shall be no plan, the inability of the Participant to perform in all material respects his or her duties and responsibilities to the Company or its applicable Subsidiary for a period of six (6) consecutive months or for an aggregate period of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity; or
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(ii)
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the term “disability” under the within the meaning of Section 409A(a)(2)(C) of the Code, if the Participant is subject to income taxation on the income resulting from the Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A the “Code.”
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Name
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State or Other Jurisdiction of Incorporation
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j2 Australia Cloud Connect Pty Ltd
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Australia
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j2 Global Australia Pty Ltd
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Australia
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j2 Global Denmark A/S
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Denmark
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j2 Global Canada, Inc.
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Canada
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Electric Mail (Ireland) Limited
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Ireland
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j2 Global ANZ Limited
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Ireland
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j2 Global Holdings Limited
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Ireland
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j2 Global Ireland Limited
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Ireland
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Ziff Davis Holdings Limited
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Ireland
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Ziff Davis Ireland Limited
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Ireland
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j2 Global (Netherlands) B.V.
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Netherlands
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j2 Global Norway AS
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Norway
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Callstream Group Limited
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United Kingdom
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Callstream Limited
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United Kingdom
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Critical Software Limited
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United Kingdom
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j2 Global UK Limited
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United Kingdom
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Livedrive Internet Limited
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United Kingdom
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Ziff Davis International Ltd.
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United Kingdom
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Advanced Messaging Technologies, Inc.
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Delaware, United States
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Cambridge BioMarketing Group, LLC
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Delaware, United States
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Everyday Health, Inc.
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Delaware, United States
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Everyday Health Media, LLC
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Delaware, United States
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IGN Entertainment, Inc.
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Delaware, United States
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j2 Cloud Services, LLC
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Delaware, United States
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j2 Web Services, Inc.
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Delaware, United States
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KeepItSafe, Inc.
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Delaware, United States
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Offers.com, LLC
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Delaware, United States
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SaleBuild, Inc.
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Delaware, United States
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Ziff Davis, LLC
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Delaware, United States
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Tea Leaves Health, LLC
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Georgia, United States
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MedPage Today, L.L.C.
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New Jersey, United States
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Excel Micro, LLC
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Pennsylvania, United States
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Ookla, LLC
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Washington, United States
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1.
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I have reviewed this Annual Report on Form 10-K of j2 Global, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ NEHEMIA ZUCKER
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Nehemia Zucker
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Dated:
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March 1, 2017
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Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of j2 Global, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ R. SCOTT TURICCHI
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R. Scott Turicchi
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Dated:
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March 1, 2017
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Chief Financial Officer
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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March 1, 2017
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By:
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/s/ NEHEMIA ZUCKER
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Nehemia Zucker
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Chief Executive Officer
(Principal Executive Officer)
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Dated:
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March 1, 2017
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By:
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/s/ R. SCOTT TURICCHI
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R. Scott Turicchi
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Chief Financial Officer
(Principal Financial Officer)
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